This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
NEW YORK, March 14, 2018 (GLOBE NEWSWIRE) — Electrum Strategic Opportunities Fund II L.P. (“Electrum”) announces that pursuant to a private placement (the “Financing”) of International Tower Hill Mines Ltd. (the “issuer”) which closed on March 13, 2018 (the “Closing”), Electrum subscribed for and purchased 19,894,528 common shares (each, a “Common Shares”) in the capital of the issuer for an aggregate subscription price of USD$9,947,264, or USD$0.50 per Common Share, which based on the Bank of Canada exchange rate as of the closing date of the Financing amounts to an aggregate subscription price of approximately CAD$12,843,907, or approximately CAD$$0.65 per Common Share.
As a result of the closing of the Financing, Electrum owns 19,894,528 Common Shares representing 10.67% of the issued and outstanding Common Shares of the issuer. Prior to the Financing, Electrum did not own any securities of the issuer.
The Common Shares referred to above were acquired for investment purposes and Electrum and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Common Shares or other securities of the issuer whether in the open market, by privately negotiated agreement or otherwise.
The Offeror and the issuer entered into a purchase agreement (the “Purchase Agreement”) to acquire the Common Shares. The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions for a transaction of a similar size and nature. The Purchase Agreement gives the Offeror the right to participate in any future offering by the issuer of equity or voting securities or any securities which are exercisable, exchangeable, or convertible into equity or voting securities to the extent of its pro-rata ownership percentage so long as the Offeror owns directly or indirectly more than 10% of the issued and outstanding common shares of the issuer.
Electrum is an “accredited investor” (as such term is defined in National Instrument 45-106 – Prospectus Exemptions adopted by the Canadian Securities Administrators (“NI 45-106”)) because Electrum is a “person” (as such term is defined in NI 45-106) in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are “accredited investors”.
The issuer is located at 1177 West Hastings Street, Suite 2300, Vancouver, British Columbia V6C 1H2. Electrum is located at 535 Madison Avenue, 12th Floor, New York, NY 10022, USA. A copy of the early warning report to which this news release relates can be obtained from Michael Williams (646-365-1600) or on the SEDAR profile of the issuer at www.sedar.com.