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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

                    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to

Commission file number: 001-33638

Graphic

INTERNATIONAL TOWER HILL MINES LTD.

(Exact Name of Registrant as Specified in its Charter)

British Columbia, Canada

    

98-0668474

(State or other jurisdiction of incorporation or
organization)

(I.R.S. Employer
Identification No.)

1570 - 200 Burrard Street
Vancouver, British Columbia, Canada

(Address of Principal Executive Offices) 

    

V6C 3L6

(Zip code)

Registrant’s telephone number, including area code: (604) 683-6332

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

    

Trading Symbol (s):

    

Name of each exchange on which registered:

Common Shares, no par value

THM

NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes     No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer 

Non-accelerated filer

Smaller reporting company

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.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No 

As of May 1, 2025, the registrant had 207,885,473 common shares outstanding.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning anticipated results and developments in the operations of International Tower Hill Mines Ltd. (“we”, “us”, “our,” “ITH” or the “Company”) in future periods, planned exploration and development activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. These forward-looking statements may include, but are not limited to, statements concerning:

the Company’s future cash requirements, the Company’s ability to meet its financial obligations as they come due, and the Company’s ability to raise the necessary funds to continue operations on acceptable terms, if at all;
the Company’s ability to carry forward and incorporate into future engineering studies of the Livengood Gold Project updated mine design, production schedule and recovery concepts identified during the optimization process;
the Company’s potential to carry out an engineering phase that will evaluate and optimize the Livengood Gold Project’s configuration and capital and operating expenses, including determining the optimum scale for the Livengood Gold Project;
the Company’s strategies and objectives, both generally and specifically in respect of the Livengood Gold Project;
the Company’s belief that there are no known environmental issues that are anticipated to materially impact the Company’s ability to conduct mining operations at the Livengood Gold Project;
the potential for the expansion of the estimated mineral resources at the Livengood Gold Project;
the potential for a production decision concerning, and any production at, the Livengood Gold Project;
the sequence of decisions regarding the timing and costs of development programs with respect to, and the issuance of the necessary permits and authorizations required for, the Livengood Gold Project;
the Company’s estimates of the quality and quantity of the mineral resources at the Livengood Gold Project;
the timing and cost of any future exploration or development programs at the Livengood Gold Project, and the timing of the receipt of results therefrom;
the expected levels of overhead expenses at the Livengood Gold Project; and
future general business and economic conditions, including changes in the price of gold and the overall sentiment of the markets for public equity.

Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others:

the demand for, and level and volatility of the price of gold;
conditions in the financial markets generally, the overall sentiment of the markets for public equity, interest rates, currency rates, and the rate of inflation;
general business and economic conditions;
government regulation and proposed legislation (and changes thereto or interpretations thereof);
defects in title to claims or the ability to obtain surface rights, either of which could affect the Company’s property rights and claims;
the Company’s ability to secure the necessary services and supplies on favorable terms in connection with its programs at the Livengood Gold Project and other activities;
the Company’s ability to attract and retain key staff, particularly in connection with the permitting and development of any mine at the Livengood Gold Project;
the accuracy of the Company’s resource estimates (including with respect to size and grade) and the geological, operational and price assumptions on which these are based;
the timing of the Company’s ability to commence and complete planned work programs at the Livengood Gold Project;

3

the timing of the receipt of and the terms of the consents, permits and authorizations necessary to carry out exploration and development programs at the Livengood Gold Project and the Company’s ability to comply with such terms on a safe and cost-effective basis;
the ongoing relations of the Company with the lessors of its property interests and applicable regulatory agencies;
the metallurgy and recovery characteristics of samples from certain of the Company’s mineral properties and whether such characteristics are reflective of the deposit as a whole;
the continued development of and potential construction of any mine at the Livengood Gold Project property not requiring consents, approvals, authorizations or permits that are materially different from those identified by the Company; and
cyber - attacks and other security breaches of our information technology systems or those of our third - party service providers.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including without limitation those discussed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024, which are incorporated herein by reference, as well as other factors described elsewhere in the Company’s other reports filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations and opinions of management as of the date of this report. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

4

PART 1

ITEM 1. FINANCIAL STATEMENTS

INTERNATIONAL TOWER HILL MINES LTD.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

As at March 31, 2025 and December 31, 2024

(Expressed in US Dollars - Unaudited)

    

    

March 31, 

    

December 31, 

Note

2025

2024

ASSETS

 

  

 

  

 

  

 

  

Current

 

  

 

  

Cash and cash equivalents

1

 

$

4,262,573

 

$

992,487

Prepaid expenses and other

163,876

144,693

Total current assets

4,426,449

1,137,180

Property and equipment

7,465

7,465

Mineral property

 

4

55,375,124

55,375,124

Total assets

 

$

59,809,038

 

$

56,519,769

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable

 

$

21,199

 

$

38,374

Accrued liabilities

 

5

219,207

139,103

Total liabilities

240,406

177,477

Shareholders’ equity

Share capital, no par value; unlimited number of authorized shares; 207,885,473 and 199,693,442 shares issued and outstanding at March 31, 2025 December 31, 2024, respectively

 

6

294,983,309

291,169,769

Contributed surplus

6

36,987,136

36,923,555

Accumulated other comprehensive income

1,431,405

1,413,118

Deficit

(273,833,218)

(273,164,150)

Total shareholders’ equity

59,568,632

56,342,292

Total liabilities and shareholders’ equity

 

$

59,809,038

$

56,519,769

General Information and Nature of Operations (Note 1)

Commitments (Note 8)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

5

INTERNATIONAL TOWER HILL MINES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2025 and 2024

(Expressed in US Dollars - Unaudited)

Three Months Ended

    

Note

    

March 31, 2025

    

March 31, 2024

Operating expenses

  

  

  

Consulting fees

 

6

$

110,044

$

57,563

Insurance

 

  

 

47,011

 

52,876

Investor relations

 

6

 

10,059

 

9,816

Mineral property

 

4

 

148,487

 

130,104

Office

 

  

 

4,272

 

4,475

Other

 

  

 

2,997

 

4,164

Professional fees

 

  

 

32,242

 

42,259

Regulatory

 

  

 

61,731

 

67,450

Rent

 

  

 

33,790

 

33,796

Travel

 

  

 

7,799

 

2,114

Wages and benefits

 

6

 

203,823

 

208,292

Total operating expenses

 

  

 

(662,255)

 

(612,909)

 

  

 

 

Other income (expense)

 

  

 

 

Gain (loss) on foreign exchange

 

  

 

(18,107)

 

38,404

Interest income

 

  

 

11,294

 

29,197

Total other income (expense)

 

  

 

(6,813)

 

67,601

 

  

 

 

Net loss for the period

 

  

 

(669,068)

 

(545,308)

 

  

 

 

Other comprehensive income (loss)

 

  

 

 

Exchange difference on translating foreign operations

 

  

 

18,287

 

(26,042)

Total other comprehensive income (loss) for the period

 

  

 

18,287

 

(26,042)

Comprehensive loss for the period

 

  

$

(650,781)

$

(571,350)

 

  

 

 

Basic and diluted loss per share

 

  

$

(0.00)

$

(0.00)

 

  

 

 

Weighted average number of shares outstanding – basic and diluted

 

  

 

202,585,647

 

198,982,074

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

6

INTERNATIONAL TOWER HILL MINES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Three Months Ended March 31, 2025 and 2024

(Expressed in US Dollars - Unaudited)

Three-Month Period Ended March 31, 2024

  

  

  

  

Accumulated 

  

  

Other

Number of

Contributed

Comprehensive

    

Shares

    

Share Capital

    

 Surplus

    

Income

    

Deficit

    

Total

Balance, December 31, 2023

 

195,885,531

$

288,866,139

$

36,309,865

$

1,528,828

$

(269,564,778)

$

57,140,054

Share issuance

3,807,911

2,528,453

2,528,453

Share issuance costs

(215,256)

(215,256)

Stock-based compensation-options

 

 

 

13,810

 

 

 

13,810

Exchange difference on translating foreign operations

(26,042)

(26,042)

Net loss

 

 

 

 

 

(545,308)

 

(545,308)

Balance, March 31, 2024

 

199,693,442

$

291,179,336

$

36,323,675

$

1,502,786

$

(270,110,086)

$

58,895,711

Three-Month Period Ended March 31, 2025

  

  

  

  

Accumulated 

  

  

Other

Number of

Contributed

Comprehensive

    

 Shares

    

Share Capital

    

 Surplus

    

Income

    

Deficit

    

Total

Balance, December 31, 2024

 

199,693,442

$

291,169,769

$

36,923,555

$

1,413,118

$

(273,164,150)

$

56,342,292

Share issuance

8,192,031

3,932,994

3,932,994

Share issuance costs

(119,454)

(119,454)

Stock-based compensation-options

63,581

63,581

Exchange difference on translating foreign operations

 

 

 

 

18,287

 

 

18,287

Net loss

(669,068)

(669,068)

Balance, March 31, 2025

 

207,885,473

$

294,983,309

$

36,987,136

$

1,431,405

$

(273,833,218)

$

59,568,632

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

7

INTERNATIONAL TOWER HILL MINES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2025 and 2024

(Expressed in US Dollars - Unaudited)

Three Months Ended

    

March 31, 2025

    

March 31, 2024

Operating Activities

  

  

Loss for the period

$

(669,068)

$

(545,308)

Add items not affecting cash:

 

Stock-based compensation-options

 

63,581

13,810

Changes in non-cash items:

 

 

Accounts receivable

 

7,572

(34,598)

Prepaid expenses and other

 

(26,657)

124,763

Accounts payable and accrued liabilities

 

(35,674)

(12,985)

Cash and cash equivalents used in operating activities

 

(660,246)

(454,318)

 

Financing Activities

 

Issuance of shares

3,932,994

2,528,453

Share issuance costs

 

(20,888)

(150,256)

Cash and cash equivalents provided by financing activities

 

3,912,106

2,378,197

Investing Activities

Short-term investments

(1,000,000)

Cash and cash equivalents used by investing activities

(1,000,000)

Effect of foreign exchange on cash

 

18,226

(23,533)

Change in cash and cash equivalents

 

3,270,086

900,346

Cash and cash equivalents, beginning of the period

 

992,487

1,687,690

 

Cash and cash equivalents, end of the period

$

4,262,573

$

2,588,036

Supplementary Disclosures:

Non-cash financing and investing transactions

Share issuance costs in accounts payable

$

14,734

$

Share issuance costs in accrued liabilities

83,832

65,000

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

8

Table of Contents

INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Nine Months Ended March 31, 2025 and 2024

(Expressed in US dollars – Unaudited)

1.    GENERAL INFORMATION AND NATURE OF OPERATIONS

International Tower Hill Mines Ltd. (“ITH” or the “Company”) is incorporated under the laws of British Columbia, Canada. The Company’s head office address is 1570 – 200 Burrard Street, Vancouver, British Columbia, Canada.

International Tower Hill Mines Ltd. consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. At March 31, 2025, the Company has a 100% interest in its Livengood Gold Project in Alaska, U.S.A (the “Livengood Gold Project”).

These unaudited condensed consolidated interim financial statements have been prepared on a going-concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.

As at March 31, 2025, the Company had cash and cash equivalents of $4,262,573 compared to $992,487 at December 31, 2024. The Company has no revenue generating operations from which it can internally generate funds.

The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project. There is no assurance that the Company will make a decision to build a mine at the Livengood Gold Project and, if so, that it will be able to obtain the additional financing required on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts. The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. The amount of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes. As at May 8, 2025, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.

2.    BASIS OF PRESENTATION

These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024 as filed in our Annual Report on Form 10-K. In the opinion of the Company’s management, these financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2025 and the results of its operations for the three months then ended. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

9

Table of Contents

INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Nine Months Ended March 31, 2025 and 2024

(Expressed in US dollars – Unaudited)

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

On May 8, 2025, the Board of Directors of the Company (the “Board”) approved these condensed consolidated interim financial statements.

All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.

Basis of consolidation

These condensed consolidated interim financial statements include the accounts of ITH and its wholly-owned subsidiaries TH Alaska, TH US, and LPI. All intercompany transactions and balances have been eliminated.

3.    FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying values of cash and cash equivalents and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these financial instruments.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.

There were no financial instruments measured at fair value.

4.    MINERAL PROPERTY

The Company did not incur any acquisition costs in respect of the Livengood Gold Project during the three months ended March 31, 2025:

Mineral property costs

    

Amount

Balance, December 31, 2024

$

55,375,124

Acquisition costs

 

Balance, March 31, 2025

$

55,375,124

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INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Nine Months Ended March 31, 2025 and 2024

(Expressed in US dollars – Unaudited)

The following table presents costs incurred for mineral property activities for the three months ended March 31, 2025 and 2024:

    

March 31, 2025

    

March 31, 2024

Mineral property costs:

 

  

 

  

Environmental

$

41,101

$

35,274

Equipment rental

 

5,884

 

9,278

Field costs

 

62,164

 

42,214

Land maintenance and tenure

30,200

30,200

Legal

 

6,838

 

12,181

Transportation and travel

 

2,300

 

957

Total expenditures for the period

$

148,487

$

130,104

Livengood Gold Project Property

The Livengood property is located in the Tintina gold belt approximately 70 miles (113 kilometers) northwest of Fairbanks, Alaska. The property consists of land leased from the Alaska Mental Health Trust, a number of smaller private mineral leases, Alaska state mining claims purchased or located by the Company and patented ground held by the Company.

Details of the leases are as follows:

a)A lease of the Alaska Mental Health Trust mineral rights having a term commencing July 1, 2004 and extending 29 years until June 30, 2033, subject to further extensions beyond June 30, 2033 by either (1) commercial production or (2) payment of an annual advance minimum royalty and diligent pursuit of development. The lease requires minimum work expenditures and advance minimum royalties (all of which minimum royalties are recoverable from production royalties) which escalate annually with inflation. A net smelter return (“NSR”) production royalty of between 2.5% and 5.0% (depending upon the price of gold) is payable to the lessor with respect to the lands subject to this lease. In addition, an NSR production royalty of l% is payable to the lessor with respect to the unpatented federal mining claims subject to the lease described in b) below and an NSR production royalty of between 0.5% and 1.0% (depending upon the price of gold) is payable to the lessor with respect to the lands acquired by the Company as a result of the purchase of LPI in December 2011. During the three months ended March 31, 2025 and from the inception of this lease, the Company has paid $Nil and $5,342,981, respectively.
b)A lease of federal unpatented lode mining claims having an initial term of ten years commencing on April 21, 2003 and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $50,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). An NSR production royalty of between 2% and 3% (depending on the price of gold) is payable to the lessors. The Company may purchase 1% of the royalty for $1,000,000. During the three months ended March 31, 2025 and from the inception of this lease, the Company has paid $Nil and $1,030,000, respectively.

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INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Nine Months Ended March 31, 2025 and 2024

(Expressed in US dollars – Unaudited)

c)A lease of patented lode claims having an initial term of ten years commencing January 18, 2007, and continuing for so long thereafter as minimum royalties are paid. In 2019, the Company acquired a 40% interest in the mining claims subject to the lease, providing the Company with a 40% interest in the lease. The lease requires a minimum royalty of $15,000 payable to the remaining third-party lessors on or before each anniversary date subsequent to January 18, 2017 (all of which minimum royalties are recoverable from production royalties). As of March 31, 2025, the Company has paid $315,000 to the remaining third-party lessors in minimum royalties from the inception of this lease. A production royalty of 1.8% NSR is payable to the remaining third-party lessors. At any time during the term of the lease, the Company may exercise its option to purchase all interests of the remaining third-party lessors in the patented lode claims subject to the lease (including the production royalty) for $600,000 (less all minimum and production royalties paid to said lessors prior to the date the option is exercised), of which 10% of the purchase price is payable upon exercise, 40% is payable in equal installments over the subsequent four years following the exercise, and 50% is payable by way of the 1.8% NSR production royalty. Upon commencement of commercial production, the option must be exercised.
d)A lease of unpatented federal lode mining and federal unpatented placer claims having an initial term of ten years commencing on March 28, 2007, and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $15,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). The Company is required to pay the lessor an additional sum of $250,000 upon making a positive production decision, of which $125,000 is payable within 120 days of the decision and $125,000 is payable within a year of the decision (all of which are recoverable from production royalties). An NSR production royalty of 2% is payable to the lessor. The Company may purchase all of the interest of the lessor in the leased property (including the production royalty) for $1,000,000. The Company paid $15,000 of royalties during the three months ended March 31, 2025, for a total of $248,000 from the inception of this lease.

Title to mineral properties

The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps to verify title to all mineral properties in which it has an interest. Although the Company has taken reasonable precautions to ensure that legal title to its properties is properly recorded in the name of the Company, there can be no assurance that such title will ultimately be secured.

5.    ACCRUED LIABILITIES

The following table presents the Company’s accrued liabilities balances at March 31, 2025 and December 31, 2024.

    

March 31, 2025

    

December 31, 2024

Accrued liabilities

$

187,085

$

83,876

Accrued salaries and benefits

 

32,122

 

55,227

Total accrued liabilities

$

219,207

$

139,103

Accrued liabilities at March 31, 2025 include accruals for general corporate costs and project costs of $134,456 and $52,629, respectively. Accrued liabilities at December 31, 2024 include accruals for general corporate costs and project costs of $44,831 and $39,045, respectively.

6.    SHARE CAPITAL

Authorized

The Company’s authorized share capital consists of an unlimited number of common shares, no par value. At December 31, 2024 and March 31, 2025, there were 199,693,442 and 207,885,473 shares issued and outstanding, respectively.

12

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INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Nine Months Ended March 31, 2025 and 2024

(Expressed in US dollars – Unaudited)

Share issuances

During the three months ended March 31, 2025, the Company issued 8,192,031 common shares pursuant to a $3,932,994 non-brokered private placement at a price of $0.4801 per common share to existing major shareholders of the Company.

Stock options

The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012, and reapproved by the Company’s shareholders on May 28, 2015, May 30, 2018, May 25, 2021, and May 29, 2024 (the “Stock Option Plan”). The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed 10% of the number of issued shares of the Company at the time of the granting of options. Options granted under the Stock Option Plan will have a maximum term of ten years. The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Stock Option Plan vest immediately, unless otherwise determined by the Board at the date of grant.

A summary of the options outstanding under the Stock Option Plan as of March 31, 2025 and December 31, 2024 is presented below:

Three Months Ended

Year Ended

March 31, 2025

December 31, 2024

    

    

Weighted

    

  

  

    

Weighted

    

Average

Aggregate

Average

Aggregate

Number of

Exercise Price

Intrinsic Value

Number of

Exercise Price

Intrinsic Value

Options

(C$)

(C$)

Options

(C$)

(C$)

Balance, beginning of the period

 

4,152,232

$

0.78

 

1,787,049

 

$

0.92

 

  

Granted

 

 

2,740,000

 

0.67

 

  

Expired

 

(250,000)

 

1.35

 

(374,817)

 

0.61

 

  

Balance, end of the period

 

3,902,232

$

0.74

$

782,706

4,152,232

$

0.78

$

2,400

The weighted average remaining life of options outstanding at March 31, 2025 was 2.1 years.

Further details regarding stock options outstanding as at March 31, 2025 and December 31, 2024 are presented below:

    

March 31, 2025

  

 

December 31, 2024

Exercise

Number of

  

    

Exercise

Number of

Expiry Date

    

Price (C$)

    

Options

    

Exercisable

Price (C$)

    

Options

    

Exercisable

February 1, 2025

 

 

$

1.35

250,000

 

250,000

August 8, 2025

$

0.85

 

187,232

 

187,232

$

0.85

187,232

 

187,232

May 27, 2026

$

0.92

 

255,000

 

255,000

$

0.92

255,000

 

255,000

May 25, 2027

$

1.31

 

240,000

 

240,000

$

1.31

240,000

 

240,000

May 24, 2028

$

0.92

 

240,000

 

240,000

$

0.92

240,000

 

240,000

May 23, 2029

$

0.63

240,000

160,000

$

0.63

240,000

160,000

May 29, 2030

$

0.94

240,000

80,000

$

0.94

240,000

80,000

December 2, 2026

$

0.64

2,500,000

1,000,000

$

0.64

2,500,000

1,000,000

 

3,902,232

 

2,162,232

4,152,232

 

2,412,232

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INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Nine Months Ended March 31, 2025 and 2024

(Expressed in US dollars – Unaudited)

A summary of the non-vested options as of March 31, 2025 and changes during the three months ended March 31, 2025 is as follows:

Weighted average 

Number of

grant-date fair value

Non-vested options:

    

options

    

(C$)

Outstanding at December 31, 2024

 

1,740,000

$

0.28

Outstanding at March 31, 2025

 

1,740,000

$

0.28

At March 31, 2025, there was unrecognized compensation expense of C$293,140 related to non-vested options outstanding. The cost is expected to be recognized over a weighted-average remaining period of approximately 0.8 years.

Deferred Share Unit Incentive Plan

On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”). The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and reapproved by the Company’s shareholders on May 27, 2020, May 25, 2021, and May 29, 2024. The maximum aggregate number of common shares that may be issued under the DSU Plan and the Stock Option Plan is 10% of the number of issued and outstanding common shares (on a non-diluted basis).

There were no DSU grants during the three months ended March 31, 2025.

During the year ended December 31, 2024, in accordance with the DSU Plan, the Company granted each of the members of the Board (other than those directors nominated for election by Paulson & Co. Inc.) 88,298 DSUs for a total of 441,490 DSUs with a grant date fair value (defined as the weighted average of the prices at which the common shares traded on the exchange with the most volume for the five trading days immediately preceding the grant) of C$0.94 per DSU, representing C$83,000 per director or C$415,000 in the aggregate.

Each DSU entitles the holder to receive one common share of the Company’s stock without the payment of any consideration. The DSUs vest immediately upon being granted, but the common shares underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Board.

DSUs outstanding as at March 31, 2025 and December 31, 2024 are as follows:

    

Three Months Ended

Year Ended

March 31, 2025

  

  

December 31, 2024

    

Weighted Average

    

Weighted

Number of

Exercise Price

Number of

Average Exercise

Units

(C$)

Units

Price (C$)

Balance, beginning of the period

 

3,144,102

$

0.84

 

2,702,612

$

0.83

Issued

 

 

441,490

0.94

Balance, end of the period

 

3,144,102

$

0.84

 

3,144,102

$

0.84

Share-based payments

During the three months ended March 31, 2025, there were no stock options granted under the Stock Option Plan and no DSUs granted for common shares of the Company under the DSU Plan. Share-based payment compensation for the three months ended March 31, 2025 totalled $63,581 related to stock options. Of the total expense for the period ended March 31, 2025, $48,297 was included in consulting fees, $1,019 was included in investor relations, and $14,265 was included in wages and benefits in the statement of operations and comprehensive loss.

During the three months ended March 31, 2024, there were no stock options granted under the Stock Option Plan and no DSUs granted for common shares of the Company under the DSU Plan. Share-based payment compensation for the three months ended

14

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INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Nine Months Ended March 31, 2025 and 2024

(Expressed in US dollars – Unaudited)

March 31, 2024 totalled $13,810 related to stock options. Of the total expense for the period ended March 31, 2024, $863 was included in consulting fees, $863 was included in investor relations, and $12,084 was included in wages and benefits in the statement of operations and comprehensive loss.

7.    SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in a single reportable segment, being the exploration and development of mineral properties. The following tables present selected financial information by geographic location:

    

Canada

    

United States

    

Total

March 31, 2025

 

  

 

  

 

  

Mineral property

$

$

55,375,124

$

55,375,124

Property and equipment

 

7,465

 

 

7,465

Current assets

 

3,981,697

 

444,752

 

4,426,449

Total assets

$

3,989,162

$

55,819,876

$

59,809,038

December 31, 2024

 

 

 

Mineral property

$

$

55,375,124

$

55,375,124

Property and equipment

 

7,465

 

 

7,465

Current assets

 

652,473

 

484,707

 

1,137,180

Total assets

$

659,938

$

55,859,831

$

56,519,769

Three Months Ended

    

March 31, 2025

    

March 31, 2024

Net loss for the period – Canada

$

(253,047)

$

(133,090)

Net loss for the period – United States

 

(416,021)

 

(412,218)

Net loss for the period

$

(669,068)

$

(545,308)

8.    COMMITMENTS

The following table discloses the Company’s contractual obligations as of March 31, 2025, including future anticipated mineral property payments. Under the terms of the Company’s mineral property purchase agreements, mineral leases and unpatented mineral claims, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make lease or advance royalty payments, make payments to government authorities and incur assessment work expenditures (as summarized in the table below) in order to maintain and preserve the Company’s interests in the related mineral properties. If the Company is unable or unwilling to make any such payments or incur any such expenditure, it is likely that the Company would lose or forfeit its rights to acquire or hold the related mineral properties. The following table assumes that the Company retains the rights to all of its current mineral properties, but does not exercise any lease purchase or royalty buyout options:

    

Payments Due by Year

2025

    

2026

    

2027

    

2028

    

2029

    

2030 and beyond

    

Total

Mineral Property Leases(1)

$

660,457

$

698,088

$

705,184

$

713,637

$

721,557

$

729,576

$

4,229,129

Mining Claim Government Fees

 

214,790

 

214,790

 

214,790

 

214,790

 

214,790

 

214,790

 

1,288,740

Total

$

875,247

$

912,878

$

920,604

$

928,427

$

936,347

$

944,366

$

5,517,869

1.Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the level of work that will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). See Note 4.

15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 as well as the “Forward Looking Statements” legend contained elsewhere in this report. All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.

Current Business Activities

General

International Tower Hill Mines Ltd. (“ITH” or the “Company”) consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. The Company currently holds or has the right to acquire interests in a development stage project in Alaska referred to as the “Livengood Gold Project” or the “Project”. The Company has not yet begun extraction of mineralization from the deposit or reached commercial production. The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2024, has proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and a measured and indicated mineral resource, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, both as reported in the Technical Report Summary attached as Exhibit 96.1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022, filed with the SEC on October 17, 2023. A more complete description of the Livengood Gold Project, including detailed presentation of resources and reserves, is set forth in Part I, Item 2. Properties of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 12, 2025.

Recent Developments

Livengood Gold Project Pre-Feasibility Study

On March 4, 2025, the Company announced that it had completed a non-brokered private placement (the “Private Placement”) pursuant to which it issued common shares to existing major shareholders to raise gross proceeds of approximately US$3.9 million. The Private Placement consisted of 8,192,031 common shares of the Company at a price of US$0.4801 per common share.

On March 12, 2025, the Company announced that the Board had approved a 2025 budget of $3.7 million and endorsed the associated 2025 work program to advance the Livengood Gold Project. The 2025 work program will begin metallurgical study of the massive stibnite antimony mineralization, advance the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting, and continue community engagement.

Results of Operations

Summary of Quarterly Results

Description

    

March 31, 2025

    

December 31, 2024

    

September 30, 2024

    

June 30, 2024

Net income (loss)

$

(669,068)

$

(954,847)

$

(667,302)

$

(1,431,915)

Basic and diluted net gain (loss) per common share

$

(0.00)

$

(0.01)

$

(0.00)

$

(0.01)

    

March 31, 2024

December 31, 2023

    

September 30, 2023

    

June 30, 2023

Net income (loss)

$

(545,308)

$

(716,184)

$

(710,351)

$

(1,467,897)

Basic and diluted net gain (loss) per common share

$

(0.00)

$

(0.01)

$

(0.00)

$

(0.01)

16

Three Months Ended March 31, 2025 compared to Three Months Ended March 31, 2024

The Company had a net loss of $669,068 for the three months ended March 31, 2025, compared to a net loss of $545,308 for the three months ended March 31, 2024.

Excluding share-based costs of $48,297 and $863 for the three months ended March 31, 2025 and March 31, 2024, respectively, consulting fees were $61,747 for the three months ended March 31, 2025 compared to $56,700 for the three months ended March 31, 2024. The increase of $5,047 was primarily due to services provided to determine valuation of options granted to certain contractors on December 2, 2024 that vest if certain market conditions are met.

Mineral property expenditures were $148,487 for the three months ended March 31, 2025, compared to $130,104 for the three months ended March 31, 2024. The increase of $18,383 was primarily due to timing variances for environmental activities for an increase of $23,726, partially offset by a decrease of $5,343 for legal services.

Travel expenses were $7,799 for the three months ended March 31, 2025 compared to $2,114 for the three months ended March 31, 2024. The increase of $5,685 is due primarily due to a timing variance.

Excluding share-based costs of $14,265 and $12,084 for the three months ended March 31, 2025 and March 31, 2024, respectively, wages and benefits were $189,558 for the three months ended March 31, 2025 compared to $196,208 for the three months ended March 31, 2024. The decrease of $6,650 was primarily due to timing of payroll benefits.

Professional fees were $32,242 and $42,259 for the three months ended March 31, 2025 and March 31, 2024, respectively. The decrease of $10,017 is due primarily to a timing variance for audit services for a decrease of $14,921 and reduced XBRL filing services of $1,677 partially offset by increased legal services of $6,581.

Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period.

Share-based payment charges

Share-based payment charges for the three-month periods ended March 31, 2025 and 2024 were allocated as follows:

Expense category:

    

March 31, 2025

    

March 31, 2024

Consulting

$

48,297

$

863

Investor relations

 

1,019

 

863

Wages and benefits

 

14,265

 

12,084

Total

$

63,581

$

13,810

Share-based payment charges were $63,581 during the three months ended March 31, 2025 compared to $13,810 during the three months ended March 31, 2024. The increase of $49,771 was mainly the result of equity compensation issued or granted to certain contractors of the Company on December 2, 2024, as compared to the three months ended March 31, 2024.

Other items amounted to total other expense of $6,813 during the three-month period ended March 31, 2025 compared to total other income of $67,601 during the three-month period ended March 31, 2024. As a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances, the Company had a foreign exchange loss of $18,107 during the three-month period ended March 31, 2025, compared to a gain of $38,404 during the three-month period ended March 31, 2024. The average exchange rate during the three-month period ended March 31, 2025 was C$1 to $0.6968, compared to C$1 to $0.7380 during the three-month period ended March 31, 2024. Interest income was $11,294 for the three-month period ended March 31, 2025, compared to $29,197 for the three-month period ended March 31, 2024. The decrease of $17,903 was primarily due to short-term investment certificates being invested upon maturity at a lower interest rate.

Liquidity and Capital Resources

The Company has no revenue generating operations from which it can internally generate funds. To date, the Company has predominantly financed its ongoing operations through the sale of its equity securities by way of public offerings and private placements and the subsequent exercise of share purchase and broker warrants and options issued in connection with such private placements.

17

As at March 31, 2025, the Company had cash and cash equivalents of $4,262,573 compared to $992,487 at December 31, 2024. The increase of approximately $3.3 million resulted mainly from net financing activities of $3.9 million partially offset by operating activities of $0.6 million.

Financing activities during the three-month period ended March 31, 2025 included the Private Placement pursuant to which the Company issued 8,192,031 common shares to existing major shareholders to raise gross proceeds of approximately $3.9 million.

Financing activities during the three-month period ended March 31, 2024 included a private placement that closed in January 2024 pursuant to which the Company issued 3,807,911 common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million.

The Company had no cash flows from investing activities during the three-month period ended March 31, 2025.

Investing activities during the three-month period ended March 31, 2024 comprised solely the transfer of $1.0 million cash to one short-term bank certificate of deposit.

As at March 31, 2025, the Company had working capital of $4,186,043 compared to working capital of $959,703 at December 31, 2024. The Company expects that it will operate at a loss for the foreseeable future, but believes the current cash and cash equivalents will be sufficient to cover the anticipated 2025 work plan at the Livengood Gold Project and satisfy its currently anticipated general and administrative costs through at least the next 12 months.

The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project, and there is no assurance that the Company will be able to obtain the additional financing required on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts. The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. See “Risk Factors – We will require additional financing to fund exploration and, if warranted, development and production. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern” included in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Other than cash held by its subsidiaries for their immediate operating needs in the United States, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank. The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of current market conditions.

Our anticipated expenditures for the year ending December 31, 2025 are approximately $3.7 million, which are expected to be funded from cash on hand. These expenditures include $0.9 million for mineral property leases and mining claim government fees and $2.8 million for general corporate and administrative purposes. Expenditures for mineral property leases and mining claims government fees are anticipated to be approximately $0.9 million in 2026 and $0.9 million in 2027. See Note 8 to the Company’s condensed consolidated interim financial statements included elsewhere in this report for further information regarding the Company’s known contractual obligations.

Critical Accounting Estimates

For a discussion of the accounting judgments and estimates that the Company’s management has identified as critical in the preparation of the Company’s financial statements, please see “Critical Accounting Estimates” under Part II. Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes in the Company’s critical accounting estimates during the three months ended March 31, 2025.

18

Environmental Regulations

The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Certain U.S. Federal Income Tax Considerations for U.S. Holders

The Company believes that it has been a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in recent years and expects to continue to be a PFIC in the future. Current and prospective U.S. shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under Part II. Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Certain U.S. Federal Income Tax Considerations for U.S. Holders.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of March 31, 2025, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of March 31, 2025, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports filed or submitted to the Securities and Exchange Commission under the Exchange Act: (i) is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows for timely decisions regarding required disclosures.

The effectiveness of our or any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be met and is subject to certain limitations, including the exercise of judgement in designing, implementing and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

19

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Risk Factors.”

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three-month period ended March 31, 2025, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

20

ITEM 6. EXHIBITS

Exhibit Number

    

Description

10.1

Form of Subscription Agreement (filed as Exhibit 10.1 to the Company’s Form 8-K on March 4, 2025 and incorporated herein by reference).

31.1*

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

31.2*

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

32.1+

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

32.2+

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

101*

Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Interim Balance Sheets at March 31, 2025 and December 31, 2024, (ii) the Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the Three Months ended March 31, 2025 and 2024, (iii) the Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2025 and 2024, (iv) the Condensed Consolidated Interim Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024, and (v) the Notes to the Condensed Consolidated Interim Financial Statements.

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*   Filed herewith.

+   Furnished herewith.

21

SIGNATURES

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 thereunto duly authorized.

International Tower Hill Mines Ltd.

By:

/s/ Karl L. Hanneman

 

 

Karl L. Hanneman

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

Date: May 9, 2025

By:

/s/ David Cross

 

 

David Cross

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

 

Date: May 9, 2025

22

EXHIBIT 31.1

CERTIFICATION

I, Karl L. Hanneman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 9, 2025

By:

/s/ Karl L. Hanneman

Karl L. Hanneman

Chief Executive Officer

(Principal Executive Officer)


EXHIBIT 31.2

CERTIFICATION

I, David Cross, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 9, 2025

By:

/s/ David Cross

David Cross

Chief Financial Officer

(Principal Financial and Accounting Officer)


EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd. (the "Company"), for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Karl L. Hanneman, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: May 9, 2025

By:

/s/ Karl L. Hanneman

Karl L. Hanneman

Chief Executive Officer

(Principal Executive Officer)


EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd. (the "Company"), for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David Cross, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: May 9, 2025

By:

/s/ David Cross

David Cross

Chief Financial Officer

(Principal Financial and Accounting Officer)


v3.25.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2025
May 01, 2025
Document and Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2025  
Document Transition Report false  
Entity File Number 001-33638  
Entity Registrant Name INTERNATIONAL TOWER HILL MINES LTD  
Entity Incorporation, State or Country Code A1  
Entity Address, Country CA  
Entity Tax Identification Number 98-0668474  
Entity Address, Address Line One 1570 - 200 Burrard Street  
Entity Address, City or Town Vancouver  
Entity Address, State or Province BC  
Entity Address, Postal Zip Code V6C 3L6  
City Area Code 604  
Local Phone Number 683-6332  
Title of 12(b) Security Common Shares, no par value  
Trading Symbol THM  
Security Exchange Name NYSEAMER  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   207,885,473
Entity Central Index Key 0001134115  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Amendment Flag false  
v3.25.1
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS - USD ($)
Mar. 31, 2025
Dec. 31, 2024
Current    
Cash and cash equivalents $ 4,262,573 $ 992,487
Prepaid expenses and other 163,876 144,693
Total current assets 4,426,449 1,137,180
Property and equipment 7,465 7,465
Mineral property 55,375,124 55,375,124
Total assets 59,809,038 56,519,769
Current liabilities    
Accounts payable 21,199 38,374
Accrued liabilities 219,207 139,103
Total liabilities 240,406 177,477
Shareholders' equity    
Share capital, no par value; unlimited number of authorized shares; 207,885,473 and 199,693,442 shares issued and outstanding at March 31, 2025 December 31, 2024, respectively 294,983,309 291,169,769
Contributed surplus 36,987,136 36,923,555
Accumulated other comprehensive income 1,431,405 1,413,118
Deficit (273,833,218) (273,164,150)
Total shareholders' equity 59,568,632 56,342,292
Total liabilities and shareholders' equity $ 59,809,038 $ 56,519,769
v3.25.1
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2025
Dec. 31, 2024
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS    
Share capital, no par value $ 0 $ 0
Share capital, shares issued 207,885,473 199,693,442
Share capital, shares outstanding 207,885,473 199,693,442
v3.25.1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Operating expenses    
Consulting fees $ 110,044 $ 57,563
Insurance 47,011 52,876
Investor relations 10,059 9,816
Mineral property 148,487 130,104
Office 4,272 4,475
Other 2,997 4,164
Professional fees 32,242 42,259
Regulatory 61,731 67,450
Rent 33,790 33,796
Travel 7,799 2,114
Wages and benefits 203,823 208,292
Total operating expenses (662,255) (612,909)
Other income (expenses)    
Gain (loss) on foreign exchange (18,107) 38,404
Interest income 11,294 29,197
Total other income (expense) (6,813) 67,601
Net loss for the period (669,068) (545,308)
Other comprehensive income (loss)    
Exchange difference on translating foreign operations 18,287 (26,042)
Total other comprehensive income (loss) for the period 18,287 (26,042)
Comprehensive loss for the period $ (650,781) $ (571,350)
Basic loss per share (in dollars per share) $ 0 $ 0
Diluted loss per share (in dollars per share) $ 0 $ 0
Weighted average number of shares outstanding - basic (in shares) 202,585,647 198,982,074
Weighted average number of shares outstanding - diluted (in shares) 202,585,647 198,982,074
v3.25.1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)
Share capital
Contributed surplus
Accumulated other comprehensive income
Deficit
Total
Balance at beginning at Dec. 31, 2023 $ 288,866,139 $ 36,309,865 $ 1,528,828 $ (269,564,778) $ 57,140,054
Balance at beginning (in shares) at Dec. 31, 2023 195,885,531        
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY          
Share issuance $ 2,528,453       2,528,453
Share issuance (in shares) 3,807,911        
Share issuance costs $ (215,256)       (215,256)
Stock-based compensation-options   13,810     13,810
Exchange difference on translating foreign operations     (26,042)   (26,042)
Net loss       (545,308) (545,308)
Balance at end at Mar. 31, 2024 $ 291,179,336 36,323,675 1,502,786 (270,110,086) 58,895,711
Balance at end (in shares) at Mar. 31, 2024 199,693,442        
Balance at beginning at Dec. 31, 2024 $ 291,169,769 36,923,555 1,413,118 (273,164,150) $ 56,342,292
Balance at beginning (in shares) at Dec. 31, 2024 199,693,442       199,693,442
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY          
Share issuance $ 3,932,994       $ 3,932,994
Share issuance (in shares) 8,192,031        
Share issuance costs $ (119,454)       (119,454)
Stock-based compensation-options   63,581     63,581
Exchange difference on translating foreign operations     18,287   18,287
Net loss       (669,068) (669,068)
Balance at end at Mar. 31, 2025 $ 294,983,309 $ 36,987,136 $ 1,431,405 $ (273,833,218) $ 59,568,632
Balance at end (in shares) at Mar. 31, 2025 207,885,473       207,885,473
v3.25.1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($)
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Operating Activities    
Loss for the period $ (669,068) $ (545,308)
Add items not affecting cash:    
Stock-based compensation-options 63,581 13,810
Changes in non-cash items:    
Accounts receivable 7,572 (34,598)
Prepaid expenses and other (26,657) 124,763
Accounts payable and accrued liabilities (35,674) (12,985)
Cash and cash equivalents used in operating activities (660,246) (454,318)
Financing Activities    
Issuance of shares 3,932,994 2,528,453
Share issuance costs (20,888) (150,256)
Cash and cash equivalents provided by financing activities 3,912,106 2,378,197
Investing Activities    
Short-term investments 0 (1,000,000)
Cash and cash equivalents used by investing activities 0 (1,000,000)
Effect of foreign exchange on cash 18,226 (23,533)
Change in cash and cash equivalents 3,270,086 900,346
Cash and cash equivalents, beginning of the period 992,487 1,687,690
Cash and cash equivalents, end of the period 4,262,573 2,588,036
Non-cash financing and investing transactions    
Share issuance costs in accounts payable 14,734 0
Share issuance costs in accrued liabilities $ 83,832 $ 65,000
v3.25.1
GENERAL INFORMATION AND NATURE OF OPERATIONS
3 Months Ended
Mar. 31, 2025
GENERAL INFORMATION AND NATURE OF OPERATIONS  
GENERAL INFORMATION AND NATURE OF OPERATIONS

1.    GENERAL INFORMATION AND NATURE OF OPERATIONS

International Tower Hill Mines Ltd. (“ITH” or the “Company”) is incorporated under the laws of British Columbia, Canada. The Company’s head office address is 1570 – 200 Burrard Street, Vancouver, British Columbia, Canada.

International Tower Hill Mines Ltd. consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. At March 31, 2025, the Company has a 100% interest in its Livengood Gold Project in Alaska, U.S.A (the “Livengood Gold Project”).

These unaudited condensed consolidated interim financial statements have been prepared on a going-concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.

As at March 31, 2025, the Company had cash and cash equivalents of $4,262,573 compared to $992,487 at December 31, 2024. The Company has no revenue generating operations from which it can internally generate funds.

The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project. There is no assurance that the Company will make a decision to build a mine at the Livengood Gold Project and, if so, that it will be able to obtain the additional financing required on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts. The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. The amount of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes. As at May 8, 2025, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.

v3.25.1
BASIS OF PRESENTATION
3 Months Ended
Mar. 31, 2025
BASIS OF PRESENTATION  
BASIS OF PRESENTATION

2.    BASIS OF PRESENTATION

These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024 as filed in our Annual Report on Form 10-K. In the opinion of the Company’s management, these financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2025 and the results of its operations for the three months then ended. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

On May 8, 2025, the Board of Directors of the Company (the “Board”) approved these condensed consolidated interim financial statements.

All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.

Basis of consolidation

These condensed consolidated interim financial statements include the accounts of ITH and its wholly-owned subsidiaries TH Alaska, TH US, and LPI. All intercompany transactions and balances have been eliminated.

v3.25.1
FAIR VALUE OF FINANCIAL INSTRUMENTS
3 Months Ended
Mar. 31, 2025
FAIR VALUE OF FINANCIAL INSTRUMENTS  
FAIR VALUE OF FINANCIAL INSTRUMENTS

3.    FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying values of cash and cash equivalents and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these financial instruments.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.

There were no financial instruments measured at fair value.

v3.25.1
MINERAL PROPERTY
3 Months Ended
Mar. 31, 2025
MINERAL PROPERTY  
MINERAL PROPERTY

4.    MINERAL PROPERTY

The Company did not incur any acquisition costs in respect of the Livengood Gold Project during the three months ended March 31, 2025:

Mineral property costs

    

Amount

Balance, December 31, 2024

$

55,375,124

Acquisition costs

 

Balance, March 31, 2025

$

55,375,124

The following table presents costs incurred for mineral property activities for the three months ended March 31, 2025 and 2024:

    

March 31, 2025

    

March 31, 2024

Mineral property costs:

 

  

 

  

Environmental

$

41,101

$

35,274

Equipment rental

 

5,884

 

9,278

Field costs

 

62,164

 

42,214

Land maintenance and tenure

30,200

30,200

Legal

 

6,838

 

12,181

Transportation and travel

 

2,300

 

957

Total expenditures for the period

$

148,487

$

130,104

Livengood Gold Project Property

The Livengood property is located in the Tintina gold belt approximately 70 miles (113 kilometers) northwest of Fairbanks, Alaska. The property consists of land leased from the Alaska Mental Health Trust, a number of smaller private mineral leases, Alaska state mining claims purchased or located by the Company and patented ground held by the Company.

Details of the leases are as follows:

a)A lease of the Alaska Mental Health Trust mineral rights having a term commencing July 1, 2004 and extending 29 years until June 30, 2033, subject to further extensions beyond June 30, 2033 by either (1) commercial production or (2) payment of an annual advance minimum royalty and diligent pursuit of development. The lease requires minimum work expenditures and advance minimum royalties (all of which minimum royalties are recoverable from production royalties) which escalate annually with inflation. A net smelter return (“NSR”) production royalty of between 2.5% and 5.0% (depending upon the price of gold) is payable to the lessor with respect to the lands subject to this lease. In addition, an NSR production royalty of l% is payable to the lessor with respect to the unpatented federal mining claims subject to the lease described in b) below and an NSR production royalty of between 0.5% and 1.0% (depending upon the price of gold) is payable to the lessor with respect to the lands acquired by the Company as a result of the purchase of LPI in December 2011. During the three months ended March 31, 2025 and from the inception of this lease, the Company has paid $Nil and $5,342,981, respectively.
b)A lease of federal unpatented lode mining claims having an initial term of ten years commencing on April 21, 2003 and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $50,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). An NSR production royalty of between 2% and 3% (depending on the price of gold) is payable to the lessors. The Company may purchase 1% of the royalty for $1,000,000. During the three months ended March 31, 2025 and from the inception of this lease, the Company has paid $Nil and $1,030,000, respectively.
c)A lease of patented lode claims having an initial term of ten years commencing January 18, 2007, and continuing for so long thereafter as minimum royalties are paid. In 2019, the Company acquired a 40% interest in the mining claims subject to the lease, providing the Company with a 40% interest in the lease. The lease requires a minimum royalty of $15,000 payable to the remaining third-party lessors on or before each anniversary date subsequent to January 18, 2017 (all of which minimum royalties are recoverable from production royalties). As of March 31, 2025, the Company has paid $315,000 to the remaining third-party lessors in minimum royalties from the inception of this lease. A production royalty of 1.8% NSR is payable to the remaining third-party lessors. At any time during the term of the lease, the Company may exercise its option to purchase all interests of the remaining third-party lessors in the patented lode claims subject to the lease (including the production royalty) for $600,000 (less all minimum and production royalties paid to said lessors prior to the date the option is exercised), of which 10% of the purchase price is payable upon exercise, 40% is payable in equal installments over the subsequent four years following the exercise, and 50% is payable by way of the 1.8% NSR production royalty. Upon commencement of commercial production, the option must be exercised.
d)A lease of unpatented federal lode mining and federal unpatented placer claims having an initial term of ten years commencing on March 28, 2007, and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $15,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). The Company is required to pay the lessor an additional sum of $250,000 upon making a positive production decision, of which $125,000 is payable within 120 days of the decision and $125,000 is payable within a year of the decision (all of which are recoverable from production royalties). An NSR production royalty of 2% is payable to the lessor. The Company may purchase all of the interest of the lessor in the leased property (including the production royalty) for $1,000,000. The Company paid $15,000 of royalties during the three months ended March 31, 2025, for a total of $248,000 from the inception of this lease.

Title to mineral properties

The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps to verify title to all mineral properties in which it has an interest. Although the Company has taken reasonable precautions to ensure that legal title to its properties is properly recorded in the name of the Company, there can be no assurance that such title will ultimately be secured.

v3.25.1
ACCRUED LIABILITIES
3 Months Ended
Mar. 31, 2025
ACCRUED LIABILITIES  
ACCRUED LIABILITIES

5.    ACCRUED LIABILITIES

The following table presents the Company’s accrued liabilities balances at March 31, 2025 and December 31, 2024.

    

March 31, 2025

    

December 31, 2024

Accrued liabilities

$

187,085

$

83,876

Accrued salaries and benefits

 

32,122

 

55,227

Total accrued liabilities

$

219,207

$

139,103

Accrued liabilities at March 31, 2025 include accruals for general corporate costs and project costs of $134,456 and $52,629, respectively. Accrued liabilities at December 31, 2024 include accruals for general corporate costs and project costs of $44,831 and $39,045, respectively.

v3.25.1
SHARE CAPITAL
3 Months Ended
Mar. 31, 2025
SHARE CAPITAL  
SHARE CAPITAL

6.    SHARE CAPITAL

Authorized

The Company’s authorized share capital consists of an unlimited number of common shares, no par value. At December 31, 2024 and March 31, 2025, there were 199,693,442 and 207,885,473 shares issued and outstanding, respectively.

Share issuances

During the three months ended March 31, 2025, the Company issued 8,192,031 common shares pursuant to a $3,932,994 non-brokered private placement at a price of $0.4801 per common share to existing major shareholders of the Company.

Stock options

The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012, and reapproved by the Company’s shareholders on May 28, 2015, May 30, 2018, May 25, 2021, and May 29, 2024 (the “Stock Option Plan”). The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed 10% of the number of issued shares of the Company at the time of the granting of options. Options granted under the Stock Option Plan will have a maximum term of ten years. The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Stock Option Plan vest immediately, unless otherwise determined by the Board at the date of grant.

A summary of the options outstanding under the Stock Option Plan as of March 31, 2025 and December 31, 2024 is presented below:

Three Months Ended

Year Ended

March 31, 2025

December 31, 2024

    

    

Weighted

    

  

  

    

Weighted

    

Average

Aggregate

Average

Aggregate

Number of

Exercise Price

Intrinsic Value

Number of

Exercise Price

Intrinsic Value

Options

(C$)

(C$)

Options

(C$)

(C$)

Balance, beginning of the period

 

4,152,232

$

0.78

 

1,787,049

 

$

0.92

 

  

Granted

 

 

2,740,000

 

0.67

 

  

Expired

 

(250,000)

 

1.35

 

(374,817)

 

0.61

 

  

Balance, end of the period

 

3,902,232

$

0.74

$

782,706

4,152,232

$

0.78

$

2,400

The weighted average remaining life of options outstanding at March 31, 2025 was 2.1 years.

Further details regarding stock options outstanding as at March 31, 2025 and December 31, 2024 are presented below:

    

March 31, 2025

  

 

December 31, 2024

Exercise

Number of

  

    

Exercise

Number of

Expiry Date

    

Price (C$)

    

Options

    

Exercisable

Price (C$)

    

Options

    

Exercisable

February 1, 2025

 

 

$

1.35

250,000

 

250,000

August 8, 2025

$

0.85

 

187,232

 

187,232

$

0.85

187,232

 

187,232

May 27, 2026

$

0.92

 

255,000

 

255,000

$

0.92

255,000

 

255,000

May 25, 2027

$

1.31

 

240,000

 

240,000

$

1.31

240,000

 

240,000

May 24, 2028

$

0.92

 

240,000

 

240,000

$

0.92

240,000

 

240,000

May 23, 2029

$

0.63

240,000

160,000

$

0.63

240,000

160,000

May 29, 2030

$

0.94

240,000

80,000

$

0.94

240,000

80,000

December 2, 2026

$

0.64

2,500,000

1,000,000

$

0.64

2,500,000

1,000,000

 

3,902,232

 

2,162,232

4,152,232

 

2,412,232

A summary of the non-vested options as of March 31, 2025 and changes during the three months ended March 31, 2025 is as follows:

Weighted average 

Number of

grant-date fair value

Non-vested options:

    

options

    

(C$)

Outstanding at December 31, 2024

 

1,740,000

$

0.28

Outstanding at March 31, 2025

 

1,740,000

$

0.28

At March 31, 2025, there was unrecognized compensation expense of C$293,140 related to non-vested options outstanding. The cost is expected to be recognized over a weighted-average remaining period of approximately 0.8 years.

Deferred Share Unit Incentive Plan

On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”). The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and reapproved by the Company’s shareholders on May 27, 2020, May 25, 2021, and May 29, 2024. The maximum aggregate number of common shares that may be issued under the DSU Plan and the Stock Option Plan is 10% of the number of issued and outstanding common shares (on a non-diluted basis).

There were no DSU grants during the three months ended March 31, 2025.

During the year ended December 31, 2024, in accordance with the DSU Plan, the Company granted each of the members of the Board (other than those directors nominated for election by Paulson & Co. Inc.) 88,298 DSUs for a total of 441,490 DSUs with a grant date fair value (defined as the weighted average of the prices at which the common shares traded on the exchange with the most volume for the five trading days immediately preceding the grant) of C$0.94 per DSU, representing C$83,000 per director or C$415,000 in the aggregate.

Each DSU entitles the holder to receive one common share of the Company’s stock without the payment of any consideration. The DSUs vest immediately upon being granted, but the common shares underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Board.

DSUs outstanding as at March 31, 2025 and December 31, 2024 are as follows:

    

Three Months Ended

Year Ended

March 31, 2025

  

  

December 31, 2024

    

Weighted Average

    

Weighted

Number of

Exercise Price

Number of

Average Exercise

Units

(C$)

Units

Price (C$)

Balance, beginning of the period

 

3,144,102

$

0.84

 

2,702,612

$

0.83

Issued

 

 

441,490

0.94

Balance, end of the period

 

3,144,102

$

0.84

 

3,144,102

$

0.84

Share-based payments

During the three months ended March 31, 2025, there were no stock options granted under the Stock Option Plan and no DSUs granted for common shares of the Company under the DSU Plan. Share-based payment compensation for the three months ended March 31, 2025 totalled $63,581 related to stock options. Of the total expense for the period ended March 31, 2025, $48,297 was included in consulting fees, $1,019 was included in investor relations, and $14,265 was included in wages and benefits in the statement of operations and comprehensive loss.

During the three months ended March 31, 2024, there were no stock options granted under the Stock Option Plan and no DSUs granted for common shares of the Company under the DSU Plan. Share-based payment compensation for the three months ended

March 31, 2024 totalled $13,810 related to stock options. Of the total expense for the period ended March 31, 2024, $863 was included in consulting fees, $863 was included in investor relations, and $12,084 was included in wages and benefits in the statement of operations and comprehensive loss.

v3.25.1
SEGMENT AND GEOGRAPHIC INFORMATION
3 Months Ended
Mar. 31, 2025
SEGMENT AND GEOGRAPHIC INFORMATION  
SEGMENT AND GEOGRAPHIC INFORMATION

7.    SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in a single reportable segment, being the exploration and development of mineral properties. The following tables present selected financial information by geographic location:

    

Canada

    

United States

    

Total

March 31, 2025

 

  

 

  

 

  

Mineral property

$

$

55,375,124

$

55,375,124

Property and equipment

 

7,465

 

 

7,465

Current assets

 

3,981,697

 

444,752

 

4,426,449

Total assets

$

3,989,162

$

55,819,876

$

59,809,038

December 31, 2024

 

 

 

Mineral property

$

$

55,375,124

$

55,375,124

Property and equipment

 

7,465

 

 

7,465

Current assets

 

652,473

 

484,707

 

1,137,180

Total assets

$

659,938

$

55,859,831

$

56,519,769

Three Months Ended

    

March 31, 2025

    

March 31, 2024

Net loss for the period – Canada

$

(253,047)

$

(133,090)

Net loss for the period – United States

 

(416,021)

 

(412,218)

Net loss for the period

$

(669,068)

$

(545,308)

v3.25.1
COMMITMENTS
3 Months Ended
Mar. 31, 2025
COMMITMENTS  
COMMITMENTS

8.    COMMITMENTS

The following table discloses the Company’s contractual obligations as of March 31, 2025, including future anticipated mineral property payments. Under the terms of the Company’s mineral property purchase agreements, mineral leases and unpatented mineral claims, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make lease or advance royalty payments, make payments to government authorities and incur assessment work expenditures (as summarized in the table below) in order to maintain and preserve the Company’s interests in the related mineral properties. If the Company is unable or unwilling to make any such payments or incur any such expenditure, it is likely that the Company would lose or forfeit its rights to acquire or hold the related mineral properties. The following table assumes that the Company retains the rights to all of its current mineral properties, but does not exercise any lease purchase or royalty buyout options:

    

Payments Due by Year

2025

    

2026

    

2027

    

2028

    

2029

    

2030 and beyond

    

Total

Mineral Property Leases(1)

$

660,457

$

698,088

$

705,184

$

713,637

$

721,557

$

729,576

$

4,229,129

Mining Claim Government Fees

 

214,790

 

214,790

 

214,790

 

214,790

 

214,790

 

214,790

 

1,288,740

Total

$

875,247

$

912,878

$

920,604

$

928,427

$

936,347

$

944,366

$

5,517,869

1.Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the level of work that will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). See Note 4.
v3.25.1
Pay vs Performance Disclosure - USD ($)
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Pay vs Performance Disclosure    
Net Income (Loss) $ (669,068) $ (545,308)
v3.25.1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.1
MINERAL PROPERTY (Tables)
3 Months Ended
Mar. 31, 2025
MINERAL PROPERTY  
Schedule of activity related to the mineral property

Mineral property costs

    

Amount

Balance, December 31, 2024

$

55,375,124

Acquisition costs

 

Balance, March 31, 2025

$

55,375,124

Schedule of costs incurred for mineral property activities

    

March 31, 2025

    

March 31, 2024

Mineral property costs:

 

  

 

  

Environmental

$

41,101

$

35,274

Equipment rental

 

5,884

 

9,278

Field costs

 

62,164

 

42,214

Land maintenance and tenure

30,200

30,200

Legal

 

6,838

 

12,181

Transportation and travel

 

2,300

 

957

Total expenditures for the period

$

148,487

$

130,104

v3.25.1
ACCRUED LIABILITIES (Tables)
3 Months Ended
Mar. 31, 2025
ACCRUED LIABILITIES  
Schedule of accrued liabilities

    

March 31, 2025

    

December 31, 2024

Accrued liabilities

$

187,085

$

83,876

Accrued salaries and benefits

 

32,122

 

55,227

Total accrued liabilities

$

219,207

$

139,103

v3.25.1
SHARE CAPITAL (Tables)
3 Months Ended
Mar. 31, 2025
SHARE CAPITAL  
Schedule of stock option granted

Three Months Ended

Year Ended

March 31, 2025

December 31, 2024

    

    

Weighted

    

  

  

    

Weighted

    

Average

Aggregate

Average

Aggregate

Number of

Exercise Price

Intrinsic Value

Number of

Exercise Price

Intrinsic Value

Options

(C$)

(C$)

Options

(C$)

(C$)

Balance, beginning of the period

 

4,152,232

$

0.78

 

1,787,049

 

$

0.92

 

  

Granted

 

 

2,740,000

 

0.67

 

  

Expired

 

(250,000)

 

1.35

 

(374,817)

 

0.61

 

  

Balance, end of the period

 

3,902,232

$

0.74

$

782,706

4,152,232

$

0.78

$

2,400

Schedule of stock options outstanding

    

March 31, 2025

  

 

December 31, 2024

Exercise

Number of

  

    

Exercise

Number of

Expiry Date

    

Price (C$)

    

Options

    

Exercisable

Price (C$)

    

Options

    

Exercisable

February 1, 2025

 

 

$

1.35

250,000

 

250,000

August 8, 2025

$

0.85

 

187,232

 

187,232

$

0.85

187,232

 

187,232

May 27, 2026

$

0.92

 

255,000

 

255,000

$

0.92

255,000

 

255,000

May 25, 2027

$

1.31

 

240,000

 

240,000

$

1.31

240,000

 

240,000

May 24, 2028

$

0.92

 

240,000

 

240,000

$

0.92

240,000

 

240,000

May 23, 2029

$

0.63

240,000

160,000

$

0.63

240,000

160,000

May 29, 2030

$

0.94

240,000

80,000

$

0.94

240,000

80,000

December 2, 2026

$

0.64

2,500,000

1,000,000

$

0.64

2,500,000

1,000,000

 

3,902,232

 

2,162,232

4,152,232

 

2,412,232

Schedule of non-vested share activity

Weighted average 

Number of

grant-date fair value

Non-vested options:

    

options

    

(C$)

Outstanding at December 31, 2024

 

1,740,000

$

0.28

Outstanding at March 31, 2025

 

1,740,000

$

0.28

Schedule of deferred share units outstanding

    

Three Months Ended

Year Ended

March 31, 2025

  

  

December 31, 2024

    

Weighted Average

    

Weighted

Number of

Exercise Price

Number of

Average Exercise

Units

(C$)

Units

Price (C$)

Balance, beginning of the period

 

3,144,102

$

0.84

 

2,702,612

$

0.83

Issued

 

 

441,490

0.94

Balance, end of the period

 

3,144,102

$

0.84

 

3,144,102

$

0.84

v3.25.1
SEGMENT AND GEOGRAPHIC INFORMATION (Tables)
3 Months Ended
Mar. 31, 2025
SEGMENT AND GEOGRAPHIC INFORMATION  
Schedule of financial information by geographic location

    

Canada

    

United States

    

Total

March 31, 2025

 

  

 

  

 

  

Mineral property

$

$

55,375,124

$

55,375,124

Property and equipment

 

7,465

 

 

7,465

Current assets

 

3,981,697

 

444,752

 

4,426,449

Total assets

$

3,989,162

$

55,819,876

$

59,809,038

December 31, 2024

 

 

 

Mineral property

$

$

55,375,124

$

55,375,124

Property and equipment

 

7,465

 

 

7,465

Current assets

 

652,473

 

484,707

 

1,137,180

Total assets

$

659,938

$

55,859,831

$

56,519,769

Three Months Ended

    

March 31, 2025

    

March 31, 2024

Net loss for the period – Canada

$

(253,047)

$

(133,090)

Net loss for the period – United States

 

(416,021)

 

(412,218)

Net loss for the period

$

(669,068)

$

(545,308)

v3.25.1
COMMITMENTS (Tables)
3 Months Ended
Mar. 31, 2025
COMMITMENTS  
Schedule of current mineral properties

    

Payments Due by Year

2025

    

2026

    

2027

    

2028

    

2029

    

2030 and beyond

    

Total

Mineral Property Leases(1)

$

660,457

$

698,088

$

705,184

$

713,637

$

721,557

$

729,576

$

4,229,129

Mining Claim Government Fees

 

214,790

 

214,790

 

214,790

 

214,790

 

214,790

 

214,790

 

1,288,740

Total

$

875,247

$

912,878

$

920,604

$

928,427

$

936,347

$

944,366

$

5,517,869

1.Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the level of work that will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). See Note 4.
v3.25.1
GENERAL INFORMATION AND NATURE OF OPERATIONS (Details) - USD ($)
Mar. 31, 2025
Dec. 31, 2024
GENERAL INFORMATION AND NATURE OF OPERATIONS    
Cash and cash equivalents $ 4,262,573 $ 992,487
Livengood Gold Project    
GENERAL INFORMATION AND NATURE OF OPERATIONS    
Noncontrolling interest ownership percentage by parent 100.00%  
v3.25.1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details)
Mar. 31, 2025
USD ($)
FAIR VALUE OF FINANCIAL INSTRUMENTS  
Financial instruments measured at fair value $ 0
v3.25.1
MINERAL PROPERTY (Details)
3 Months Ended
Mar. 31, 2025
USD ($)
MINERAL PROPERTY  
Balance, at the beginning of the period $ 55,375,124
Acquisition costs 0
Balance, at the end of the period $ 55,375,124
v3.25.1
MINERAL PROPERTY - Costs incurred for mineral property activities (Details) - USD ($)
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mineral property costs:    
Environmental $ 41,101 $ 35,274
Equipment rental 5,884 9,278
Field costs 62,164 42,214
Land maintenance and tenure 30,200 30,200
Legal 6,838 12,181
Transportation and travel 2,300 957
Total expenditures for the period $ 148,487 $ 130,104
v3.25.1
MINERAL PROPERTY - Additional Information (Details) - Livengood Property - USD ($)
3 Months Ended 12 Months Ended
Mar. 28, 2007
Jul. 01, 2004
Apr. 21, 2003
Mar. 31, 2025
Dec. 31, 2019
Jan. 18, 2007
Alaska Mental Health Trust Mineral Rights            
MINERAL PROPERTY            
Less renewal term       29 years    
Mining properties lease operating expense   $ 5,342,981   $ 0    
Alaska Mental Health Trust Mineral Rights | Minimum            
MINERAL PROPERTY            
Minimum royalty percentage       2.50%    
Alaska Mental Health Trust Mineral Rights | Maximum            
MINERAL PROPERTY            
Minimum royalty percentage       5.00%    
Federal Unpatented Lode Mining Claims            
MINERAL PROPERTY            
Mining properties lease operating expense     $ 1,030,000 $ 0    
Lessor, operating lease, term of contract     10 years      
Patented Lode Claims            
MINERAL PROPERTY            
Minimum royalty percentage       10.00%    
Lessor, operating lease, term of contract           10 years
Percentage of mining claims acquired subject to lease       40.00% 40.00%  
Percentage of leasehold interest       50.00% 40.00%  
Patented Lode Claims | Minimum            
MINERAL PROPERTY            
Payments for royalties       $ 315,000    
Patented Lode Claims | Minimum | On Or Before Each Anniversary            
MINERAL PROPERTY            
Advance royalties       15,000    
Unpatented Federal Lode Mining And Federal Unpatented Placer Claims            
MINERAL PROPERTY            
Mining properties lease operating expense $ 248,000          
Lessor, operating lease, term of contract 10 years          
Advance royalties       1,000,000    
Unpatented Federal Lode Mining And Federal Unpatented Placer Claims | Minimum | On Or Before Each Anniversary            
MINERAL PROPERTY            
Advance royalties       $ 15,000    
Unpatented Federal Lode Mining And Federal Unpatented Placer Claims | Maximum            
MINERAL PROPERTY            
Prescribed period from decision on positive production for payment of first half amount payable to lessor       120 days    
Production Royalty | Alaska Mental Health Trust Mineral Rights | Minimum            
MINERAL PROPERTY            
Minimum royalty percentage       0.50%    
Production Royalty | Alaska Mental Health Trust Mineral Rights | Maximum            
MINERAL PROPERTY            
Minimum royalty percentage       1.00%    
Production Royalty | Federal Unpatented Lode Mining Claims            
MINERAL PROPERTY            
Portion of royalty to be purchased by the entity       1.00%    
Payments for royalties       $ 1,000,000    
Production Royalty | Federal Unpatented Lode Mining Claims | Minimum            
MINERAL PROPERTY            
Minimum royalty percentage       2.00%    
Production Royalty | Federal Unpatented Lode Mining Claims | Maximum            
MINERAL PROPERTY            
Minimum royalty percentage       3.00%    
Production Royalty | Patented Lode Claims            
MINERAL PROPERTY            
Minimum royalty percentage       1.80%    
Payments for royalties       $ 600,000    
Net smelter return base for payments to acquire royalty interests in mining properties       1.80%    
Production Royalty | Unpatented Federal Lode Mining And Federal Unpatented Placer Claims            
MINERAL PROPERTY            
Minimum royalty percentage       2.00%    
Payments for royalties       $ 15,000    
Amount payable to lessor on positive production decision       250,000    
Portion of amount payable to lessor on positive production decision within prescribed period of decision       125,000    
Balance portion of payments to acquire royalty interests in mining properties payable by way of net smelter return       125,000    
Advance Royalties | Federal Unpatented Lode Mining Claims | Minimum            
MINERAL PROPERTY            
Advance royalties       $ 50,000    
v3.25.1
ACCRUED LIABILITIES (Details) - USD ($)
Mar. 31, 2025
Dec. 31, 2024
ACCRUED LIABILITIES    
Accrued liabilities $ 187,085 $ 83,876
Accrued salaries and benefits 32,122 55,227
Total accrued liabilities $ 219,207 $ 139,103
v3.25.1
ACCRUED LIABILITIES - Additional Information (Details) - USD ($)
Mar. 31, 2025
Dec. 31, 2024
ACCRUED LIABILITIES    
Accrued general corporate costs $ 134,456 $ 44,831
Accrued project costs $ 52,629 $ 39,045
v3.25.1
SHARE CAPITAL - Stock Option Plan (Details) - Employee Stock Option - CAD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Number of Options    
Balance, beginning of the year 4,152,232 1,787,049
Granted   2,740,000
Expired (250,000) (374,817)
Balance, end of the year 3,902,232 4,152,232
Weighted Average Exercise Price    
Balance, beginning of the period $ 0.78 $ 0.92
Granted   0.67
Expired 1.35 0.61
Balance, end of the period $ 0.74 $ 0.78
Aggregate Intrinsic Value    
Balance, end of the period $ 782,706 $ 2,400
v3.25.1
SHARE CAPITAL - Stock options outstanding (Details) - $ / shares
Mar. 31, 2025
Dec. 31, 2024
SHARE CAPITAL    
Number of Options (in shares) 3,902,232 4,152,232
Exercisable (in shares) 2,162,232 2,412,232
Exercise Price February 1, 2025 $ 0.61    
SHARE CAPITAL    
Exercise Price (in Canadian dollars per share)   $ 1.35
Number of Options (in shares)   250,000
Exercisable (in shares)   250,000
Exercise Price August 8, 2025 $ 0.85    
SHARE CAPITAL    
Exercise Price (in Canadian dollars per share) $ 0.85 $ 0.85
Number of Options (in shares) 187,232 187,232
Exercisable (in shares) 187,232 187,232
Exercise Price May 27, 2026 $ 0.92    
SHARE CAPITAL    
Exercise Price (in Canadian dollars per share) $ 0.92 $ 0.92
Number of Options (in shares) 255,000 255,000
Exercisable (in shares) 255,000 255,000
Exercise Price May 25, 2027 $ 1.31    
SHARE CAPITAL    
Exercise Price (in Canadian dollars per share) $ 1.31 $ 1.31
Number of Options (in shares) 240,000 240,000
Exercisable (in shares) 240,000 240,000
Exercise Price May 24, 2028 $ 0.92    
SHARE CAPITAL    
Exercise Price (in Canadian dollars per share) $ 0.92 $ 0.92
Number of Options (in shares) 240,000 240,000
Exercisable (in shares) 240,000 240,000
Exercise Price May 23, 2029 $ 0.63    
SHARE CAPITAL    
Exercise Price (in Canadian dollars per share) $ 0.63 $ 0.63
Number of Options (in shares) 240,000 240,000
Exercisable (in shares) 160,000 160,000
Exercise Price May 29, 2030 $ 0.94    
SHARE CAPITAL    
Exercise Price (in Canadian dollars per share) $ 0.94 $ 0.94
Number of Options (in shares) 240,000 240,000
Exercisable (in shares) 80,000 80,000
Exercise Price December 2, 2026 $ 0.64    
SHARE CAPITAL    
Exercise Price (in Canadian dollars per share) $ 0.64 $ 0.64
Number of Options (in shares) 2,500,000 2,500,000
Exercisable (in shares) 1,000,000 1,000,000
v3.25.1
SHARE CAPITAL - Non-vested options (Details)
Mar. 31, 2025
$ / shares
shares
Number of options  
Balance, beginning of the year (in shares) | shares 1,740,000
Balance, end of the year (in shares) | shares 1,740,000
Weighted average grant-date fair value  
Balance, beginning of the year (in Canadian dollars per share) | $ / shares $ 0.28
Balance, end of the year (in Canadian dollars per share) | $ / shares $ 0.28
v3.25.1
SHARE CAPITAL - DSUs outstanding (Details) - Deferred Share Unit Incentive Plan - $ / shares
3 Months Ended 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
SHARE CAPITAL      
Balance, beginning of the period 3,144,102 2,702,612 2,702,612
Issued 0 0 441,490
Balance, end of the period 3,144,102   3,144,102
Balance, beginning of the period (in Canadian dollars per share) $ 0.84 $ 0.83 $ 0.83
Issued (in Canadian dollars per share)     0.94
Balance, end of the period (in Canadian dollars per share) $ 0.84   $ 0.84
v3.25.1
SHARE CAPITAL - Additional Information (Details)
3 Months Ended 12 Months Ended
Mar. 31, 2025
USD ($)
$ / shares
shares
Mar. 31, 2025
CAD ($)
$ / shares
shares
Mar. 31, 2024
USD ($)
shares
Dec. 31, 2024
$ / shares
shares
Mar. 31, 2025
CAD ($)
shares
Dec. 31, 2023
shares
SHARE CAPITAL            
Common stock, shares, issued       199,693,442 207,885,473  
Common stock, shares, outstanding       199,693,442 207,885,473  
Net proceeds | $ $ 3,932,994   $ 2,528,453      
Weighted average remaining outstanding (in years) 2 years 1 month 6 days 2 years 1 month 6 days        
Unrecognized compensation expense | $         $ 293,140  
Weighted-average remaining period 9 months 18 days 9 months 18 days        
Share based compensation arrangement by share based payment award percentage of shares authorized         10.00%  
Employee Stock Option            
SHARE CAPITAL            
Allocated share-based compensation expense | $ $ 63,581   $ 13,810      
Stock option granted 0 0 0      
Employee Stock Option            
SHARE CAPITAL            
Stock option granted       2,740,000    
Plan 2006 | Employee Stock Option            
SHARE CAPITAL            
Share based compensation arrangement by share based payment award shares authorized percentage         10.00%  
Plan 2006 | Maximum | Employee Stock Option            
SHARE CAPITAL            
Maximum term of stock option plan 10 years 10 years        
Deferred Share Unit Incentive Plan            
SHARE CAPITAL            
Issued 0 0 0 441,490    
Weighted average granted value per share | $ / shares       $ 0.94    
Deferred Share Unit Incentive Plan | Non-Paulson Directors            
SHARE CAPITAL            
Number of shares obligation 88,298 88,298        
Weighted average granted value per share | $ / shares   $ 0.94        
Grant value per director | $   $ 83,000        
Aggregate value | $   $ 415,000        
Deferred Share Unit Incentive Plan | Paulson            
SHARE CAPITAL            
Issued 441,490 441,490        
Private Placement            
SHARE CAPITAL            
At-The-Market offering (in shares) 8,192,031 8,192,031        
Net proceeds | $ $ 3,932,994          
Share price | $ / shares $ 0.4801          
Common stock            
SHARE CAPITAL            
Common stock, shares, issued     199,693,442 199,693,442 207,885,473 195,885,531
At-The-Market offering (in shares) 8,192,031 8,192,031 3,807,911      
Consulting Fees Expenses            
SHARE CAPITAL            
Allocated share-based compensation expense | $ $ 48,297   $ 863      
Wages And Benefits Expenses            
SHARE CAPITAL            
Allocated share-based compensation expense | $ 14,265   12,084      
Investor Relations Expenses            
SHARE CAPITAL            
Allocated share-based compensation expense | $ $ 1,019   $ 863      
v3.25.1
SEGMENT AND GEOGRAPHIC INFORMATION (Details) - USD ($)
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
SEGMENT AND GEOGRAPHIC INFORMATION      
Mineral property $ 55,375,124   $ 55,375,124
Property and equipment 7,465   7,465
Current assets 4,426,449   1,137,180
Total assets 59,809,038   56,519,769
Net loss for the period (669,068) $ (545,308)  
Canada      
SEGMENT AND GEOGRAPHIC INFORMATION      
Mineral property 0   0
Property and equipment 7,465   7,465
Current assets 3,981,697   652,473
Total assets 3,989,162   659,938
Net loss for the period (253,047) (133,090)  
United States      
SEGMENT AND GEOGRAPHIC INFORMATION      
Mineral property 55,375,124   55,375,124
Property and equipment 0   0
Current assets 444,752   484,707
Total assets 55,819,876   $ 55,859,831
Net loss for the period $ (416,021) $ (412,218)  
v3.25.1
COMMITMENTS (Details)
Mar. 31, 2025
USD ($)
COMMITMENTS  
2025 $ 875,247
2026 912,878
2027 920,604
2028 928,427
2029 936,347
2030 and beyond 944,366
Total 5,517,869
Mineral Property Leases  
COMMITMENTS  
2025 660,457
2026 698,088
2027 705,184
2028 713,637
2029 721,557
2030 and beyond 729,576
Total 4,229,129
Mining Claim Government Fees  
COMMITMENTS  
2025 214,790
2026 214,790
2027 214,790
2028 214,790
2029 214,790
2030 and beyond 214,790
Total $ 1,288,740

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