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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended **May 31, 2011**

Commission file number: 001-33638



INTERNATIONAL TOWER HILL MINES
LTD.(Exact Name of Registrant as Specified in its
Charter)

|British Columbia, Canada                         | 1040                                                    | N/A                
|------------------------------------------------ | ------------------------------------------------------- | -------------------
|(Province or other jurisdiction of incorporation | (Primary Standard Industrial Classification
      Code) | (I.R.S. Employer   
|or organization)                                 |                                                         | Identification No.)

1177 West Hastings Street, Suite 2300Vancouver,
British Columbia, V6E 2K3(604) 683-3332(Address and
Telephone Number of Registrants Principal Executive Offices)

|                                                                               | Copies to:                    
|------------------------------------------------------------------------------ | ------------------------------
|CT Corporation                                                                 | Jason K. Brenkert             
|111 Eighth Avenue, 13thFloor,                                                  | Dorsey & Whitney LLP          
|New York, New York 10011                                                       | 1400 Wewatta Street, Suite 400
|(212) 894-8940                                                                 | Denver, Colorado 80202        
|(Name, address (including zip code) and telephone number
      (including area | (303) 629-3400                
|code) of agent for service in the United States)                               |                               

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

|Title of Each Class:        | Name of Each Exchange On Which Registered:
|--------------------------- | ------------------------------------------
|Common Shares, no par value | NYSE Amex Equities                        

Securities registered or to be registered pursuant to Section
12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: N/A

For annual reports, indicate by check mark the information filed
with this form:

|[X]  Annual
      Information Form | [X]  Audited Annual Financial Statements
|---------------------------------- | ----------------------------------------

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report: As at May 31, 2011, 86,648,919common
shares of the Registrant were issued and outstanding.

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. [X] Yes   
[   ] No

Indicate by check mark whether 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 during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files). [   ] Yes    [   ] No

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EXPLANATORY NOTE

International Tower Hill Mines Ltd. (the Company or the
Registrant) is a Canadian issuer eligible to file its annual report pursuant
to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), on Form 40-F pursuant to the multi-jurisdictional disclosure system of
the Exchange Act. The Company is a foreign private issuer as defined in Rule
3b-4 under the Exchange Act. Equity securities of the Company are accordingly
exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act
pursuant to Rule 3a12-3 under the Exchange Act.

FORWARD-LOOKING STATEMENTS

This annual report on Form 40-F and the exhibits attached
hereto contain 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 include, but are not limited to, statements
concerning:

- the Companys strategies and objectives, both generally and specifically in
  respect of the Livengood project;
- the potential for the expansion of the estimated resources at the Livengood
  project;
- the potential for a production decision concerning, and any production at,
  the Livengood project;
- the completion of a Pre-feasibility Study for the Livengood project;
- the potential for higher grade mineralization to form the basis for a
  starter surface mine in any production scenario at the Livengood project;
- the potential overburden geometry of the Livengood deposit being amenable
  for low cost surface mining that could support a high production rate and
  economies of scale;
- the potential for cost savings due to the high gravity gold concentration
  component of some of the Livengood project mineralization;
- the timing of decisions regarding the timing and costs of exploration
  programs with respect to, and the issuance of the necessary permits and
  authorizations required for, the Companys ongoing exploration program at the
  Livengood project;
- the Companys estimates of the quality and quantity of the resources at the
  Livengood project;
- the timing and cost of the planned future exploration programs at the
  Livengood project, and the timing of the receipt of results therefrom;
- the Companys future cash requirements;
- general business and economic conditions;
- 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;
- the results of the Preliminary Economic Assessment as described under
  Narrative Description of the Business - Material Mineral Projects  Livengood
  Project, Alaska; and

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- the ability of the Company to continue to refine the project economics for
  the Livengood project.

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 level and volatility of the price of gold;
- general business and economic conditions;
- 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 project;
- conditions in the financial markets generally;
- the Companys ability to secure the necessary consulting, drilling and
  related services and supplies on favourable terms in connection with not only
  its ongoing exploration program at the Livengood project but also in
  connection with the completion of its pre-feasibility study and in connection
  with any feasibility study that may be commissioned;
- the Companys ability to attract and retain key staff, particularly in
  connection with the carrying out of a feasibility study and the development of
  any mine at the Livengood project;
- the accuracy of the Companys mineral 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 the planned work at the
  Livengood project;
- the anticipated terms of the consents, permits and authorizations necessary
  to carry out the planned exploration programs at the Livengood 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 its underlying lessors and the
  applicable regulatory agencies;
- that the metallurgy and recovery characteristics of samples from the
  Livengood project are reflective of the deposit as a whole;
- the continued development of and potential construction of any mine at the
  Livengood project not requiring consents, approvals, authorizations or permits
  that are materially different from those identified to date by the Company;
  and
- the timetables for the completion of a pre-feasibility study on the
  Livengood project and for any feasibility study that may be commissioned.

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 described in the Annual Information Form of the
Company filed as Exhibit 99.1 to this annual report on Form 40-F.

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The Companys forward-looking statements contained in this
annual report on Form 40-F and the documents incorporated by reference herein
are based on the beliefs, expectations and opinions of management as of the date
of this annual report and documents incorporated by reference herein. 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.

NOTE TO UNITED STATES READERS-DIFFERENCES IN
UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under the multi-jurisdictional
disclosure system adopted by the United States Securities and Exchange
Commission (the SEC), to prepare this annual report in accordance with
Canadian disclosure requirements, which differ from those of the United States.
The Company has prepared its financial statements, which are filed as Exhibit
99.2 to this annual report on Form 40-F, in accordance with Canadian
generally accepted accounting principles (GAAP), and the financial statements
are subject to Canadian auditing and auditor independence standards. The
Companys financial statements are not comparable to financial statements of
United States companies. For a reconciliation of differences between Canadian
GAAP and United States GAAP in accordance with Item 17 of Form 20-F, see Note 12
 Differences between Canadian and United States GAAP, of the notes to the
audited consolidated financial statements. Effective June 1, 2011, the Company
began preparing its financial statements in accordance with International
Financial Reporting Standards. The Companys first period reported under
International Financial Reporting Standards will be the three month period ended
August 31, 2011.

RESOURCE AND RESERVE ESTIMATES

The Companys Annual Information Form filed as Exhibit
99.1 to this annual report on Form 40-F and managements discussion and
analysis for the fiscal year ended May 31, 2011 filed as Exhibit 99.3 to
this annual report on Form 40-F have been prepared in accordance with the
requirements of the securities laws in effect in Canada, which differ from the
requirements of United States securities laws. 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 (CIM Standards). These definitions differ from the
definitions in SEC Industry Guide 7 under the United States Securities Act of
1933, as amended (the Securities Act). 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 and the CIM Standards;
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 any part or all of
mineral deposits 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 Industry Guide
7 standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this annual report on
Form 40-F 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.

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CURRENCY

Unless otherwise indicated, all dollar amounts in this annual
report on Form 40-F are in Canadian dollars. The exchange rate of Canadian
dollars into United States dollars, based upon the noon rate of exchange as
quoted by the Bank of Canada was Cdn.$1.00 = US$1.0322 on May 31, 2011 and
Cdn.$1.00 = US$1.0149 on August 26, 2011.

ANNUAL INFORMATION FORM

The Companys Annual Information Form for the fiscal year ended
May 31, 2011 is filed as Exhibit 99.1 to this annual report on Form 40-F,
and is incorporated by reference herein.

AUDITED ANNUAL FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company
for the years ended May 31, 2011, 2010 and 2009, including the report of the
independent auditor with respect thereto, are filed as Exhibit 99.2 to
this annual report on Form 40-F, and are incorporated by reference herein. For a
reconciliation of material measurement differences between Canadian and United
States GAAP in accordance with Item 17 of Form 20-F, see Note 12 to the
Companys audited consolidated financial statements.

MANAGEMENTS DISCUSSION AND ANALYSIS

Managements discussion and analysis for the fiscal year ended
May 31, 2011 is filed as Exhibit 99.3 to this annual report on Form 40-F,
and is incorporated by reference herein.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Company
may have tax consequences under the laws of the United States and Canada that
are not described in this annual report on Form 40-F. Shareholders are solely
responsible for determining the tax consequences applicable to their particular
circumstances and should consult their own tax advisors concerning an investment
in the Companys common shares.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this annual report for the
fiscal year ended May 31, 2011, an evaluation was carried out under the
supervision of, and with the participation of, the Companys management,
including its Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), of the effectiveness of the design and operation of the Companys
disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange
Act). Based upon that evaluation, the Companys CEO and CFO have concluded that
the disclosure controls and procedures were designed effectively to give
reasonable assurance that the information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is (i)
recorded, processed, summarized and reported, within the time periods specified
in the SECs rules and forms, and (ii) accumulated and communicated to
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

Managements Report on Internal Control over Financial
Reporting

Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in Rule 13a-15(f)
under the Exchange Act. A companys internal control over financial reporting is
a process designed 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.

A companys internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the

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assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a
material effect on the financial statements. It should be noted that a control
system, no matter how well conceived or operated, can only provide reasonable
assurance, not absolute assurance, that the objectives of the control system are
met. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with policies and procedures may
deteriorate.

Management, including the CEO and CFO, assessed the
effectiveness of the Companys internal control over financial reporting as of
May 31, 2011. In making this assessment, management used the criteria set forth
in the Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on its
assessment, management has concluded that, as of May 31, 2011, the Companys
internal control over financial reporting was effective and no material
weaknesses in the Companys internal control over financial reporting were
discovered.

The Company is required to provide an auditors attestation
report on internal control over financial reporting for the fiscal year ended
May 31, 2011. In this annual report, the Companys independent registered
auditor, MacKay LLP (MacKay), must state its opinion as to the effectiveness
of the Companys internal control over financial reporting for the fiscal year
ended May 31, 2011. MacKay has audited the Companys financial statements
included in this annual report on Form 40-F and issued a report thereon.

Auditors Attestation Report

MacKays attestation report on the Companys internal control
over financial reporting is included in the audit report to the audited
consolidated financial statements of the Company which are filed hereto as
Exhibit 99.2 and incorporated by reference in this annual report on Form
40-F.

Changes in Internal Control over Financial Reporting

During the fiscal year ended May 31, 2011, there were no
changes in the Companys internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR
that the Registrant sent during the year ended May 31, 2011 concerning any
equity security subject to a blackout period under Rule 101 of Regulation BTR.

CORPORATE GOVERNANCE

The Companys Board of Directors (the Board of Directors) is
responsible for the Companys corporate governance policies and has a
separately-designated Compensation Committee, Nominating and Corporate
Governance Committee and Audit Committee. The Board of Directors has determined
that all of the members of the foregoing committees are independent based on
the criteria for independence and unrelatedness prescribed by Section 803A of
the NYSE Amex Company Guide.

AUDIT COMMITTEE

Audit Committee

The Companys Board of Directors has a separately-designated
standing Audit Committee established for the purpose of overseeing the
accounting and financial reporting processes of the Company and audits of the
Companys annual financial statements in accordance with Section 3(a)(58)(A) of
the Exchange Act. As of the date of this annual report on Form 40-F, the
Companys Audit Committee is comprised of Anton J. Drescher, Timothy Haddon and
Ronald Sheardown.

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In the opinion of the Companys Board of Directors, all of the
members of the Audit Committee are independent (as determined under Rule 10A-3
of the Exchange Act and Section 803A of the NYSE Amex Company Guide). All three
members of the Audit Committee are financially literate, meaning they are able
to read and understand the Companys financial statements and to understand the
breadth and level of complexity of the issues that can reasonably be expected to
be raised by the Companys financial statements. The Audit Committee meets the
composition requirements set forth by section 803B(2) of NYSE Amex Company
Guide.

The members of the Audit Committee do not have fixed terms and
are appointed and replaced from time to time by resolution of the Board of
Directors.

The Audit Committee meets with the President, the CEO, the CFO
and the Companys independent auditors to review and inquire into matters
affecting financial reporting, the system of internal accounting and financial
controls, as well as audit procedures and audit plans. The Audit Committee also
recommends to the Board of Directors which independent registered public
auditing firm should be appointed by the Company. In addition, the Audit
Committee reviews and recommends to the Board of Directors for approval the
annual financial statements and managements discussion and analysis, and
undertakes other activities required by exchanges on which the Companys
securities are listed and by regulatory authorities to which the Company is held
responsible.

Audit Committee Financial Expert

The Companys Board of Directors has determined that Anton J.
Drescher qualifies as a financial expert (as defined in Item 407(d)(5)(ii) of
Regulation S-K under the Exchange Act), is financial sophisticated (as
determined in accordance with Section 803B(2)(iii) of the NYSE Amex Company
guide, and is independent (as determined under Exchange Act Rule 10A-3 and
Section 803A of the NYSE Amex Company Guide).

CODE OF ETHICS

The Company is committed to the highest standards of legal and
ethical business conduct. The Company adopted a Code of Business Conduct and
Ethics (the Code) effective September 22, 2006, that applies to all of its
directors, executive officers and employees, including the CEO and CFO. The Code
summarizes the legal, ethical and regulatory standards that the Company must
follow and serves as a reminder to the directors, officers and employees of the
Company of the seriousness of that commitment. Compliance with this Code and
high standards of business conduct is mandatory for every director, officer and
employee of the Company. The Code meets the requirements for a code of ethics
within the meaning of that term in Form 40-F.

The Code was filed with the SEC on December 29, 2006 as Exhibit
99.5 to the Companys Form 20-F for its fiscal year ended May 31, 2006. A copy
of the Code in full text is available on the Companys website at
www.ithmines.com and in print to any shareholder who requests it. All required
substantive amendments to the Code, and all waivers of the Code with respect to
any of the officers covered by it, will be posted on the Companys website at
www.ithmines.com within five business days of the amendment or waiver, and
provided in print to any shareholder who requests them.

There have been no amendments, waivers or implicit waivers to
the Code during the fiscal year ended May 31, 2011.

Any person may obtain without charge, upon written request, a
copy of the Code by contacting the Vice-President and General Counsel at 1177
West Hastings Street, Suite 2300, Vancouver, BC, V6E 2K3 or by visiting the
Companys website at www.ithmines.com.

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PRINCIPAL ACCOUNTING FEES AND SERVICES  INDEPENDENT AUDITORS

The following table shows the aggregate fees billed to the Company
  by MacKay LLP, Chartered Accountants, its external auditor, in each of the last
  two years.

Years ended May 312011
      2010Audit
      $65,000
      $49,500Audit Related
      $96,000
      $29,500Tax
      $9,500
      $9,500All Other Fees
      $Nil
      $NilTotal
      $170,500
      88,500


PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BYINDEPENDENT AUDITORS

The Audit Committee recommends for appointment by the
shareholders and, following appointment by the shareholders, engages the
Companys independent auditors to audit the Companys financial statements and
approves all audit-related services, tax services and other services provided by
the Companys independent auditors. The Audit Committee is authorized by the
Companys Board of Directors to review the performance of the Companys
independent auditors and to approve in advance the provisions of services other
that auditing and to consider the independence of the external auditors. The
Chairman of the Audit Committee is authorized to approve any non-audit services
or additional work which the Chairman deems necessary. The Chairman is required
to notify the other members of the Audit Committee of such non-audit services or
additional work.

OFF-BALANCE SHEET TRANSACTIONS

The Company does not have any off-balance sheet financing
arrangements or relationships with unconsolidated special purpose entities.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table discloses, as of August 31, 2011 the
Companys contractual obligations for optional mineral property payments and
work commitments and committed office and equipment lease obligations. The
Company does not have any long-term debt or loan obligations. Under the terms of
the Companys mineral property purchase agreement, 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 and/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 and 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 and exercises the purchase option under an existing
ten-year mineral property lease required to be exercised on or before September
1, 2016 (the end of the term of the lease), but no other lease purchase or
royalty buyout options:

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Contractual Obligations
      Payments Due by Period(4)Total
      Prior to May 31, 2012
        (9 months)
      June 1, 2012 to May
        31, 2015 (36months)
      June 1, 2015 to ***May
        31, 2018 (36*** months)Mineral Property Leases(1)(2)
      12,751,859
      141,359
      11,302,750
      1,307,750Mining Claim Government Fees
      373,590
      53,370
      160,110
      160,110Office and Equipment Lease Obligations(3)
      2,863,173
      340,775
      1,323,497
      1,198,901Total Contractual Obligations
      15,988,622
      535,504
      12,786,357
      2,666,761


| |        |                                                                                                                                                                                                     
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Notes: |                                                                                                                                                                                                     
| | 1.     | Does not include required work expenditures, as it is
      assumed that the required expenditure level is significantly below the
      work for which will actually be carried out by the Company.
| | 2.     | Does not include potential royalties that may be payable
      (other than annual minimum royalty payments).                                                                                        
| | 3.     | Assumes that current office and storage leases are
      extended beyond current termination dates at the same terms.                                                                               
| | 4.     | Assumes CAD and USD at par.                                                                                                                                                                         

NYSE AMEX CORPORATE GOVERNANCE

The Companys common shares are listed on the NYSE Amex.
Section 110 of the NYSE Amex Company Guide permits the NYSE Amex to consider the
laws, customs and practices of foreign issuers in relaxing certain NYSE Amex
listing criteria, and to grant exemptions from NYSE Amex listing criteria based
on these considerations. A description of the significant ways in which the
Companys governance practices differ from those followed by domestic companies
pursuant to NYSE Amex standards is as follows:

Shareholder Meeting Quorum
Requirement: The NYSE Amex minimum quorum requirement for a shareholder
meeting is one-third of the outstanding shares of common stock. In addition, a
company listed on the NYSE Amex is required to state its quorum requirement in
its bylaws. The Companys quorum requirement is set forth in its Memorandum and
Articles. A quorum for a meeting of members of the Company is two persons who
are, or who represent by proxy, shareholders who, in the aggregate, hold at
least 5% of the shares entitled to be voted at the meeting.

Proxy Delivery Requirement: The
NYSE Amex requires the solicitation of proxies and delivery of proxy statements
for all shareholder meetings, and requires that these proxies shall be solicited
pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a
foreign private issuer as defined in Rule 3b-4 under the Exchange Act, and the
equity securities of the Company are accordingly exempt from the proxy rules set
forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company
solicits proxies in accordance with applicable rules and regulations in Canada.

The foregoing are consistent with the laws, customs and
practices in Canada.

In addition, the Company may from time-to-time seek relief from
NYSE Amex corporate governance requirements on specific transactions under
Section 110 of the NYSE Amex Company Guide by providing written certification
from independent local counsel that the non-complying practice is not prohibited
by our home country law, in which case, the Company shall make the disclosure of
such transactions available on its website at www.ithmines.com. Information
contained on the Companys website is not part of this annual report on Form
40-F.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

The Company undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form
40-F arises; or transactions in said securities.

Consent to Service of Process

The Company has filed an Appointment of Agent for Service of
Process and Undertaking on Form F-X with the SEC dated August 28, 2009, with
respect to the class of securities in relation to which the obligation to file
this annual report on Form 40-F arises.

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SIGNATURES

Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereto duly authorized.

INTERNATIONAL TOWER HILL MINES LTD.

| | By:    | /s/ James J. Komadina  
| | ------ | -----------------------
| | Name:  | James J. Komadina      
| | Title: | Chief Executive Officer

Date: August 26, 2011

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EXHIBIT INDEX

The following exhibits have been filed as part of the Annual
Report:

|Exhibit            | Description                                                                                                                                                                                        
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                                                                                    
|Annual Information
|                   |                                                                                                                                                                                                    
|99.1               | Annual
        Information Form of the Company for the year ended May 31, 2011                                                                                                                     
|                   |                                                                                                                                                                                                    
|99.2               | Audited
        consolidated financial statements of the Company and notes thereto for
        the years ended May 31, 2011, 2010 and 2009 together with the report of
        the auditors thereon
|                   |                                                                                                                                                                                                    
|99.3               | Managements
        Discussion and Analysis for the years ended May 31, 2011                                                                                                                      
|                   |                                                                                                                                                                                                    
|Certifications    
|                   |                                                                                                                                                                                                    
|99.4               | Certificate
        of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                   
|                   |                                                                                                                                                                                                    
|99.5               | Certificate
        of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                   
|                   |                                                                                                                                                                                                    
|99.6               | Certificate
        of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                    
|                   |                                                                                                                                                                                                    
|99.7               | Certificate
        of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                    
|                   |                                                                                                                                                                                                    
|Consents          
|                   |                                                                                                                                                                                                    
|99.8               | Consent
        of MacKay LLP                                                                                                                                                                      
|                   |                                                                                                                                                                                                    
|99.9               | Consent
        of Timothy J. Carew, P.Geo., of Reserva International, LLC                                                                                                                         
|                   |                                                                                                                                                                                                    
|99.10              | Consent
        of William Pennstrom Jr., QPMMSA, of Pennstrom Consulting Inc.                                                                                                                     
|                   |                                                                                                                                                                                                    
|99.11              | Consent
        of Carl E. Brechtel, PE, SME                                                                                                                                                       
|                   |                                                                                                                                                                                                    
|99.12              | Consent
        of Russell Myers, CPG                                                                                                                                                              
|                   |                                                                                                                                                                                                    
|99.13              | Consent
        of Chris Puchner, CPG                                                                                                                                                              
|                   |                                                                                                                                                                                                    
|99.14              | Consent
        of Scott Wilson, CPG, of Scott E. Wilson Consulting, Inc.                                                                                                                          

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