INTERNATIONAL TOWER HILL MINES LTD - Quarter Report: 2014 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2014

 

OR

 

o         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

 

 

INTERNATIONAL TOWER HILL MINES LTD.

(Exact Name of Registrant as Specified in its Charter)

 

 

Registrant’s telephone number, including area code: (604) 683-3332

 

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 x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes x  No o

 

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

 

 

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

 

As of November 3, 2014, the registrant had 98,068,638 Common Shares outstanding.

 

 

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		Page
Part I	FINANCIAL INFORMATION
Item 1	Financial Statements	4
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4	Controls and Procedures	23
Part II	OTHER INFORMATION
Item 1	Legal Proceedings	24
Item 1A	Risk Factors	24
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3	Defaults Upon Senior Securities	24
Item 4	Mine Safety Disclosures	24
Item 5	Other Information	24
Item 6	Exhibits	25
SIGNATURES		26

 

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CAUTIONARY NOTE TO U.S. INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES AND PROVEN AND PROBABLE RESERVES

 

International Tower Hill Mines Ltd. (“we”, “us”, “our,” “ITH” or the “Company”) is a mineral exploration company engaged in the acquisition and exploration of mineral properties.  As used in this Quarterly Report on Form 10-Q, the terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”)—CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority. In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves.

 

“Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.

 

Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. Accordingly, information contained in this report and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

 

The term “mineralized material” as used in this Quarterly Report on Form 10-Q, although permissible under SEC Industry Guide 7, does not indicate “reserves” by SEC Industry Guide 7 standards. We cannot be certain that any part of the mineralized material will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”. Investors are cautioned not to assume that all or any part of the mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

 

CAUTIONARY NOTE TO ALL INVESTORS CONCERNING ECONOMIC ASSESSMENTS THAT INCLUDE INFERRED RESOURCES

 

The Company currently holds or has the right to acquire interests in an advanced stage exploration project in Alaska referred to as the Livengood Gold Project (the “Livengood Gold Project” or the “Project”).  Mineral resources that are not mineral reserves have no demonstrated economic viability. The preliminary assessments on the Project are preliminary in nature and include “inferred mineral resources” that have a great amount of uncertainty as to their existence, and are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies. There is no certainty that such inferred mineral resources at the Project will ever be realized. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.

 

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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 the Company in future periods, planned exploration 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 ability to meet its financial obligations as they come due, and to be able to raise the necessary funds to continue operations on acceptable terms, if at all;

 

·                  the Company’s strategies and objectives, both generally and specifically in respect of the Livengood Gold Project;

 

·                  the potential for the expansion of the estimated resources at the Livengood Gold Project;

 

·                  the potential for a production decision concerning, and any production at, the Livengood Gold Project;

 

·                  the potential for cost savings due to the high gravity gold concentration component of some of the Livengood Gold Project mineralization;

 

·                  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 resources at the Livengood Gold Project;

 

·                  the timing and cost of the planned future exploration programs at the Livengood Gold Project, and the timing of the receipt of results therefrom;

 

·                  the Company’s future cash requirements;

 

·                  general business and economic conditions, including changes in the price of gold and the overall sentiment of the markets for public equity;

 

·                  the ability of the Company to continue to refine the project economics for the Livengood Gold Project;

 

·                  the potential for opportunities to reduce capital costs for the Livengood Gold Project;

 

·                  the potential for opportunities to improve the economics of the Livengood Gold Project by reducing certain costs, including through the reduction of reagent consumption and energy costs, and improving recovery through intensive cyanide leach of gravity concentrates; and

 

·                  the potential for opportunities to improve the economics of the Livengood Gold Project by enhancing mill head grades through stockpile management strategies and/or additional test work to confirm drill assays of the resource.

 

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;

 

·                  general business and economic conditions;

 

·                  government regulation and proposed legislation (and changes thereto or interpretations thereof);

 

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·                  defects in title to other claims, or the ability to obtain surface rights, either of which could affect our property rights and claims;

 

·                  the timing of the receipt of regulatory and governmental approvals, permits and authorizations necessary to implement and carry on the Company’s planned exploration and potential development program at the Livengood Gold Project;

 

·                  conditions in the financial markets generally, the overall sentiment of the markets for public equity, interest rates and currency rates;

 

·                  the Company’s ability to secure the necessary consulting, drilling and related services and supplies on favorable terms in connection with its drilling program 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 ability to commence and complete planned work programs at the Livengood Gold Project;

 

·                  the terms of the consents, permits and authorizations necessary to carry out planned 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; and

 

·                  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.

 

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, 2013 and in Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q, which are incorporated herein by reference, as well as other factors described elsewhere in this report and the Company’s other reports filed with 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.

 

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PART 1

 

ITEM 1. FINANCIAL STATEMENTS

 

INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

As at September 30, 2014 and December 31, 2013

(Expressed in US Dollars - Unaudited)

 

		Note		September 30, 2014			December 31, 2013
ASSETS
Current
Cash and cash equivalents				$	7,861,603		$	13,925,601
Marketable securities				34,796			55,002
Accounts receivable				43,030			11,589
Prepaid expenses				220,098			200,731
Total current assets				8,159,527			14,192,923
Restricted cash				—			30,477
Property and equipment				56,069			67,913
Capitalized acquisition costs		4		55,204,041			55,173,564
Total assets				$	63,419,637		$	69,464,877
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable				$	234,378		$	42,469
Accrued liabilities		5		421,860			1,451,227
Total current liabilities				656,238			1,493,696
Non-current liabilities
Derivative liability		6		15,100,000			14,800,000
Total liabilities				15,756,238			16,293,696
Shareholders’ equity
Share capital, no par value; authorized 500,000,000 shares; 98,068,638 shares issued and outstanding at September 30, 2014 and December 31, 2013		7		236,401,096			236,401,096
Contributed surplus				33,294,743			32,153,864
Accumulated other comprehensive income				2,485,247			3,021,281
Deficit				(224,517,687		)	(218,405,060		)
Total shareholders’ equity				47,663,399			53,171,181
Total liabilities and shareholders’ equity				$	63,419,637		$	69,464,877

 

Nature and continuance of operations (note 1)

Commitments (note 9)

 

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

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three and Nine Months Ended September 30, 2014 and 2013

(Expressed in US Dollars - Unaudited)

 

				Three Months Ended						Nine Months Ended
		Note		September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Operating expenses
Consulting fees				$	114,361		$	441,993		$	232,650		$	1,560,440
Depreciation				3,950			5,445			11,844			16,361
Insurance				71,923			73,123			205,206			215,962
Investor relations				28,925			61,685			197,356			256,720
Mineral property exploration		4		557,735			1,621,127			1,957,849			6,868,226
Office				14,290			21,953			51,324			77,144
Other				5,424			11,246			22,755			44,238
Professional fees				86,711			89,384			321,558			363,116
Regulatory				14,853			5,295			102,025			117,651
Rent				56,520			53,924			165,811			171,093
Travel				33,582			48,367			89,441			176,409
Wages and benefits				782,868			1,426,493			2,802,423			5,066,580
Total operating expenses				(1,771,142		)	(3,860,035		)	(6,160,242		)	(14,933,940		)
Other income (expenses)
Gain (loss) on foreign exchange				186,038			(287,591		)	301,598			622,232
Interest income				14,198			22,865			46,017			80,384
Impairment of available-for-sale securities				—			—			—			(298,769		)
Unrealized gain/(loss) on derivative		6		400,000			—			(300,000		)	5,700,000
Total other income (expense)				600,236			(264,726		)	47,615			6,103,847
Net loss from operations				(1,170,906		)	(4,124,761		)	(6,112,627		)	(8,830,093		)
Other comprehensive income (loss)
Unrealized gain (loss) on marketable securities				(5,799		)	18,777			(17,651		)	(100,335		)
Impairment of available-for-sale securities				—			—			—			298,769
Exchange difference on translating foreign operations				(385,516		)	408,736			(518,383		)	(787,976		)
Total other comprehensive income (loss) for the period				(391,315		)	427,513			(536,034		)	(589,542		)
Comprehensive loss for the period				$	(1,562,221	)	$	(3,697,248	)	$	(6,648,661	)	$	(9,419,635	)
Basic and fully diluted loss per share				$	(0.01	)	$	(0.04	)	$	(0.06	)	$	(0.09	)
Weighted average number of shares outstanding				98,068,638			98,068,638			98,068,638			98,068,638

 

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

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2014 and 2013

(Expressed in US Dollars - Unaudited)

 

		Number of shares		Share capital			Contributed surplus			Accumulated other comprehensive income/(loss)			Deficit			Total
Balance, December 31, 2012		98,068,638		$	236,401,096		$	28,589,591		$	4,101,968		$	(208,552,580	)	$	60,540,075
Stock based compensation		—		—			3,654,224			—			—			3,654,224
Unrealized loss on available-for-sale securities		—		—			—			(100,335		)	—			(100,335		)
Impairment of available-for-sale-securities		—		—			—			298,769			—			298,769
Exchange difference on translating foreign operations		—		—			—			(787,976		)	—			(787,976		)
Net loss		—		—			—			—			(8,830,093		)	(8,830,093		)
Balance, September 30, 2013		98,068,638		236,401,096			32,243,815			3,512,426			(217,382,673		)	54,774,664
Stock based compensation		—		—			(89,951		)	—			—			(89,951		)
Unrealized loss on available-for-sale securities		—		—			—			(18,582		)	—			(18,582		)
Exchange difference on translating foreign operations		—		—			—			(472,563		)	—			(472,563		)
Net loss		—		—			—			—			(1,022,387		)	(1,022,387		)
Balance, December 31, 2013		98,068,638		236,401,096			32,153,864			3,021,281			(218,405,060		)	53,171,181
Stock based compensation		—		—			1,140,879			—			—			1,140,879
Unrealized loss on available-for-sale securities		—		—			—			(17,651		)	—			(17,651		)
Exchange difference on translating foreign operations		—		—			—			(518,383		)	—			(518,383		)
Net loss		—		—			—			—			(6,112,627		)	(6,112,627		)
Balance, September 30, 2014		98,068,638		$	236,401,096		$	33,294,743		$	2,485,247		$	(224,517,687	)	$	47,663,399

 

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

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2014 and 2013

(Expressed in US Dollars - Unaudited)

 

		Nine Months Ended
		September 30, 2014			September 30, 2013
Operating Activities
Loss for the period		$	(6,112,627	)	$	(8,830,093	)
Add items not affecting cash:
Depreciation		11,844			16,361
Stock based compensation		1,140,879			3,654,224
Unrealized (gain) loss on derivative liability		300,000			(5,700,000		)
Impairment of available-for-sale securities		—			298,769
Changes in non-cash items:
Accounts receivable		(2,746		)	345,426
Prepaid expenses		(25,933		)	28,921
Advance to contractors		—			99,975
Accounts payable and accrued liabilities		(832,054		)	(2,603,659		)
Cash used in operating activities		(5,520,637		)	(12,690,076		)
Financing Activities
Cash provided by financing activities		—			—
Investing Activities
Change in restricted cash		30,477			—
Capitalized acquisition costs		(30,477		)	—
Cash used in investing activities		—			—
Effect of foreign exchange on cash		(543,361		)	(869,790		)
Decrease in cash and cash equivalents		(6,063,998		)	(13,559,866		)
Cash and cash equivalents, beginning of the period		13,925,601			30,170,905
Cash and cash equivalents, end of the period		$	7,861,603		$	16,611,039

 

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

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Nine Months Ended September 30, 2014 and 2013

(Expressed in US dollars — Unaudited)

 

1.                                      GENERAL INFORMATION, NATURE AND CONTINUANCE 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 2300-1177 West Hastings 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), Livengood Placers, Inc. (“LPI”) (a Nevada corporation), and 813034 Alberta Ltd. (an Alberta 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 September 30, 2014, the Company was in the exploration stage and controls a 100% interest in its Livengood Gold Project in Alaska, U.S.A.

 

The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations.  The Company has no source of revenue, and has significant cash requirements to meet its administrative overhead and maintain its mineral property interests.  The recoverability of amounts shown for capitalized acquisition costs is dependent on several factors.  These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of capitalized acquisition costs.  The success of the above initiatives cannot be assured.  In the event that the Company is unable to obtain the necessary financing in the short-term, it may be necessary to defer certain discretionary expenditures and other planned activities.

 

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 10 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, 2013 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 September 30, 2014 and the results of its operations for the nine months then ended.  Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.  The 2013 year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

 

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.

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Nine Months Ended September 30, 2014 and 2013

(Expressed in US dollars — Unaudited)

 

Basis of consolidation

 

These consolidated financial statements include the accounts of ITH and its wholly owned subsidiaries TH Alaska, TH US, LPI and 813034 Alberta Ltd.  All intercompany transactions and balances have been eliminated.

 

Recently adopted accounting pronouncements

 

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements (“ASU 2014-10”).  ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 are effective for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods.  Early adoption of this standard is permitted and the Company adopted the provisions of ASU 2014-10 during the quarter ended June 30, 2014.  The adoption of ASU 2014-10 impacts the presentation of the statements of operations and comprehensive income and the statements of cash flows as these statements no longer contain financial information from the inception of the Company to the date of the financial statements.

 

3.                                      FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The carrying values of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity 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.

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Nine Months Ended September 30, 2014 and 2013

(Expressed in US dollars — Unaudited)

 

		Fair value as at September 30, 2014
		Level 1			Level 2
Financial assets:
Marketable securities		$	34,796		$	—
Total		$	34,796		$	—
Financial liabilities:
Derivative liability (note 6)		$	—		$	15,100,000
Total		$	—		$	15,100,000

 

		Fair value as at December 31, 2013
		Level 1			Level 2
Financial assets:
Marketable securities		$	55,002		$	—
Total		$	55,002		$	—
Financial liabilities:
Derivative liability (note 6)		$	—		$	14,800,000
Total		$	—		$	14,800,000

 

4.                                      CAPITALIZED ACQUISITION COSTS

 

The Company had the following activity related to capitalized acquisition costs:

 

Capitalized acquisition costs		Amount
Balance, December 31, 2013		$	55,173,564
Acquisition costs		30,477
Balance, September 30, 2014		$	55,204,041

 

The following table presents costs incurred for exploration and evaluation activities for the nine months ended September 30, 2014 and September 30, 2013:

 

		September 30, 2014			September 30, 2013
Exploration costs:
Aircraft services		$	10,286		$	62,915
Assay		6,397			10,924
Drilling		117,743			(28,714		)
Environmental		748,667			1,776,134
Equipment rental		43,097			332,193
Field costs		181,194			752,928
Geological/geophysical		18,539			3,253,822
Land maintenance & tenure		525,972			414,351
Legal		250,223			170,756
Surveying and mapping		26,502			74,084
Transportation and travel		29,229			48,833
Total expenditures for the period		$	1,957,849		$	6,868,226

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Nine Months Ended September 30, 2014 and 2013

(Expressed in US dollars — Unaudited)

 

Livengood Gold Project Property

 

The Livengood Gold Project property is located in the Tintina gold belt approximately 113 kilometers (70 miles) 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 beginning July 1, 2004 and extending 19 years until June 30, 2023, subject to further extensions beyond June 30, 2023 by either commercial production or payment of an advance minimum royalty equal to 125% of the amount paid in year 19 and diligent pursuit of development.  The lease requires minimum work expenditures and advance minimum 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 Livengood Placers, Inc. in December 2011.  As of September 30, 2014 the Company has paid $1,648,923 from the inception of this lease.

 

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 (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.  As of September 30, 2014, the Company has paid $530,000 from the inception of this lease.

 

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 advance minimum royalties are paid.  The lease requires an advance minimum royalty of $20,000 on or before each anniversary date through January 18, 2017 and $25,000 on or before each subsequent anniversary (all of which minimum royalties are recoverable from production royalties).  An NSR production royalty of 3% is payable to the lessors.  The Company may purchase all interests of the lessors in the leased property (including the production royalty) for $1,000,000 (less all minimum and production royalties paid to the date of purchase), of which $500,000 is payable in cash over four years following the closing of the purchase and the balance of $500,000 is payable by way of the 3% NSR production royalty.  As of September 30, 2014, the Company has paid $115,000 from the inception of this lease.

 

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 (all of which minimum royalties are recoverable from production royalties).  The Company is required to pay the lessor the sum of $250,000 upon making a positive production decision, payable $125,000 within 120 days of the decision and $125,000 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.  As of September 30, 2014, the Company has paid $83,000 from the inception of this lease.

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Nine Months Ended September 30, 2014 and 2013

(Expressed in US dollars — Unaudited)

 

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 mineral properties in which it has an interest.  Although the Company has taken every reasonable precaution 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 accrued liabilities balances at September 30, 2014 and December 31, 2013.

 

		September 30, 2014			December 31, 2013
Accrued liabilities		$	266,870		$	540,486
Accrued severance		12,659			719,375
Accrued salaries and benefits		142,331			191,366
Total accrued liabilities		$	421,860		$	1,451,227

 

Accrued liabilities at September 30, 2014 include accruals for general corporate costs and project costs of $123,254 and $143,616, respectively.  Accrued liabilities at December 31, 2013 include accruals for general corporate costs and project costs of $115,020 and $425,466, respectively.

 

6.                                      DERIVATIVE LIABILITY

 

During 2011, the Company acquired certain mining claims and related rights in the vicinity of the Livengood Gold Project located near Fairbanks, Alaska.  The aggregate consideration was $13,500,000 in cash plus an additional contingent payment based on the five-year average daily gold price (“Average Gold Price”) from the date of the acquisition.  The contingent payment will equal $23,148 for every dollar that the Average Gold Price exceeds $720 per troy ounce.  If the Average Gold Price is less than $720, there will be no additional contingent payment.

 

At initial recognition on December 13, 2011 the derivative liability was valued at $23,100,000.  The key assumption used in the valuation of the derivative is the estimate of the future Average Gold Price.  The estimate of the future Average Gold Price was determined using a forward curve on future gold prices as published by the CME Group.  The CME Group represents the merger of the Chicago Mercantile Exchange (CME), the Chicago Board of Trade (CBOT), the New York Mercantile Exchange (NYMEX) and its commodity exchange division, Commodity Exchange, Inc. (COMEX).  Using this forward curve, the Company estimated an Average Gold Price based on actual gold prices to September 30, 2014 and projected gold prices from September 30, 2014 to the end of the five year period in December 2016 of $1,374 per ounce of gold.

 

The fair value of the derivative liability and the estimated Average Gold Price are as follows:

 

		Total			Average Gold Price ($/oz.)
Derivative value at December 31, 2013		$	14,800,000		$	1,360
Unrealized loss for the period		300,000
Derivative value at September 30, 2014		$	15,100,000		$	1,374

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Nine Months Ended September 30, 2014 and 2013

(Expressed in US dollars — Unaudited)

 

7.                                      SHARE CAPITAL

 

Authorized

 

500,000,000 common shares without par value.  At September 30, 2014 and December 31, 2013 there were 98,068,638 shares issued and outstanding.

 

Share issuances

 

There were no share issuances during the nine months ended September 30, 2014.

 

Stock options

 

The Company has adopted an incentive stock option plan (the “2006 Plan”).  The essential elements of the 2006 Plan provide that the aggregate number of common shares of the Company’s capital stock that may be made issuable pursuant to options granted under the 2006 Plan may not exceed 10% of the number of issued shares of the Company at the time of the granting of the options.  Options granted under the 2006 Plan will have a maximum term of ten years.  The exercise price of options granted under the 2006 Plan will not be less than the discounted market price of the common shares (defined as the last closing market price of the Company’s common shares immediately preceding the issuance of a news release announcing the granting of the options, less the maximum discount permitted under applicable stock exchange policies), or such other price as may be agreed to by the Company and accepted by the Toronto Stock Exchange.  Options granted under the 2006 Plan vest immediately, unless otherwise determined by the directors at the date of grant.

 

During the nine months ended September 30, 2014, the Company granted incentive stock options to certain officers, employees and consultants of the Company to purchase a total of 2,480,000 common shares in the capital stock of the Company.  The options will vest as to one-third on the grant date, one-third on the first anniversary and one-third on the second anniversary.  The following table presents the options granted by the Company during the nine months ended September 30, 2014:

 

Options Granted During the Nine Months Ended September 30, 2014
Grant Date		Expiry Date		Number of Options		Exercise Price (C$)
February 25, 2014		February 25, 2022		1,360,000		$	1.11
February 25, 2014		February 25, 2022		690,000		$	0.73
March 10, 2014		March 10, 2022		430,000		$	1.11

 

A summary of the status of the stock option plan as of September 30, 2014, and December 31, 2013 and changes is presented below:

 

		Nine Months Ended					Year Ended
		September 30, 2014					December 31, 2013
		Number of Options		Weighted Average Exercise Price (C$)			Number of Options		Weighted Average Exercise Price (C$)
Balance, beginning of the period		5,493,000		$	3.57		8,570,000		$	4.73
Granted		2,480,000		$	1.00		613,000		$	2.18
Expired		—		$	—		(1,040,000	)	$	7.78
Forfeited		(600,000	)	$	3.17		(1,550,000	)	$	3.27
Cancelled		(1,519,000	)	$	2.97		(1,100,000	)	$	8.27
Balance, end of the period		5,854,000		$	2.68		5,493,000		$	3.57

 

The weighted average remaining life of options outstanding at September 30, 2014 was 4.75 years.

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Nine Months Ended September 30, 2014 and 2013

(Expressed in US dollars — Unaudited)

 

Stock options outstanding are as follows:

 

		September 30, 2014							December 31, 2013
Expiry Date		Exercise Price (C$)			Number of Options		Exercisable		Exercise Price (C$)			Number of Options		Exercisable
August 23, 2016		$	8.07		600,000		600,000		$	8.07		600,000		600,000
January 9, 2017		$	4.60		30,000		30,000		$	4.60		30,000		20,000
August 24, 2017		$	3.17		2,275,000		2,275,000		$	3.17		3,350,000		2,233,322
September 19, 2017		—			—		—		$	2.91		1,000,000		666,666
March 14, 2018		$	2.18		469,000		312,660		$	2.18		513,000		170,995
February 25, 2022		$	1.11		1,360,000		453,333		—			—		—
February 25, 2022		$	0.73		690,000		230,000		—			—		—
March 10, 2022		$	1.11		430,000		143,333		—			—		—
					5,854,000		4,044,326					5,493,000		3,690,983

 

A summary of the non-vested options as of September 30, 2014 and changes during the nine months ended September 30, 2014 is as follows:

 

Non-vested options:		Number of options		Weighted average grant- date fair value (C$)
Outstanding at December 31, 2013		1,802,017		$	1.38
Granted		2,480,000		$	0.49
Forfeited		(200,001	)	$	1.61
Vested		(2,272,342	)	$	1.10
Outstanding at September 30, 2014		1,809,674		$	0.49

 

At September 30, 2014 there was unrecognized compensation expense of C$472,949 related to non-vested options outstanding.  The cost is expected to be recognized over a weighted-average remaining period of approximately 1.0 years.

 

Share-based payments

 

During the nine month period ended September 30, 2014, the Company granted 2,480,000 stock options with a fair value of C$1,224,537, calculated using the Black-Scholes option pricing model.  Share-based payment charges for the nine months ended September 30, 2014 totaled $1,140,879.

 

During the nine month period ended September 30, 2013, the Company granted 613,000 stock options with a fair value of C$304,585, calculated using the Black-Scholes option pricing model.  Share-based payment charges for the nine months ended September 30, 2013 totaled $3,654,224.

 

The following weighted average assumptions were used for the Black-Scholes option pricing model calculations:

 

		September 30, 2014		December 31, 2013
Expected life of options		6 years		4 years
Risk-free interest rate		1.83%		1.29%
Annualized volatility		81.02%		59.48%
Dividend rate		0.00%		0.00%
Exercise price (C$)		$1.00		$2.18

 

The expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of the Company’s shares.

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Nine Months Ended September 30, 2014 and 2013

(Expressed in US dollars — Unaudited)

 

8.                                      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
September 30, 2014
Capitalized acquisition costs		$	—		$	55,204,041		$	55,204,041
Property and equipment		10,847			45,222			56,069
Current assets		7,479,908			679,619			8,159,527
Total assets		$	7,490,755		$	55,928,882		$	63,419,637
December 31, 2013
Capitalized acquisition costs		$	—		$	55,173,564		$	55,173,564
Restricted cash		—			30,477			30,477
Property and equipment		11,994			55,919			67,913
Current assets		13,289,752			903,171			14,192,923
Total assets		$	13,301,746		$	56,163,131		$	69,464,877
Three months ended					September 30, 2014			September 30, 2013
Net loss for the period — Canada					$	(285,338	)	$	(1,430,485	)
Net loss for the period - United States					(885,568		)	(2,694,276		)
Net loss for the period					$	(1,170,906	)	$	(4,124,761	)
Nine months ended					September 30, 2014			September 30, 2013
Net loss for the period — Canada					$	(1,723,042	)	$	(4,369,867	)
Net loss for the period - United States					(4,389,585		)	(4,460,226		)
Net loss for the period					$	(6,112,627	)	$	(8,830,093	)

 

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INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Nine Months Ended September 30, 2014 and 2013

(Expressed in US dollars — Unaudited)

 

9.                                      COMMITMENTS

 

The following table discloses, as of September 30, 2014, the Company’s contractual obligations including anticipated mineral property payments and work commitments and committed office and equipment lease obligations.  Under the terms of the Company’s mineral property purchase agreements, mineral leases and the terms of the unpatented mineral claims held by it, 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 expenditures, 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 no other lease purchase or royalty buyout options:

 

		Payments Due by Year
		2014			2015			2016			2017			2018			2019 and beyond			Total
Livengood Property Purchase(1)		$	—		$	—		$	15,100,000		$	—		$	—		$	—		$	15,100,000
Mineral Property Leases(2)		—			412,398			417,309			422,294			432,353			437,488			2,121,842
Mining Claim Government Fees		54,810			114,345			114,345			114,345			114,345			114,345			626,535
Office and Equipment Lease Obligations		58,603			80,947			—			—			—			—			139,550
Total		$	113,413		$	607,690		$	15,631,654		$	536,639		$	546,698		$	551,833		$	17,987,927

 

(1)         The amount payable in December 2016 of $15,100,000 represents the fair value of the Company’s derivative liability as at September 30, 2014 and will be revalued at each subsequent reporting period.  See note 6.

(2)         Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the work which 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.

 

16