---





| | Suite 2300
      1177 West Hastings St. 
      St. Vancouver, BC 
      Canada V6E 2K3 | TEL 604.683.6332FAX 604.408.7499www.ithmines.com
      TSX: ITH| NYSE-A: THM
| | -------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------



ANNUAL INFORMATION FORMFOR THE FISCAL YEAR ENDEDMAY 31, 2011





August 26, 2011

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ITEM 2 - TABLE OF CONTENTS

PagePRELIMINARY NOTES
      - 1 -Documents Incorporated by Reference
      - 1 -Date of Information
      - 1 -Currency and Exchange Rates
      - 1 -Metric Equivalents
      - 2 -Forward-Looking Statements
      - 2 -Caution Regarding Adjacent or Similar Mineral Properties
      - 5 -Caution Regarding Reference to Resources and Reserves
      - 5 -Glossary of Terms
      - 6 -ITEM 3:
      
      CORPORATE STRUCTURE
      - 13 -Name, Address and Incorporation
      - 13 -Intercorporate Relationships
      - 13 -ITEM 4:
      
      GENERAL DEVELOPMENT OF THE BUSINESS
      - 14 -Three Year History
      - 14 -ITEM 5:
      
      NARRATIVE DESCRIPTION OF THE BUSINESS
      - 15 -General
      - 15 -Risk Factors
      - 18 -Material Mineral Projects
      - 25 -ITEM 6:
      
      DIVIDENDS
      - 41 -ITEM 7:
      
      DESCRIPTION OF CAPITAL STRUCTURE
      - 41 -General Description of Capital Structure
      - 41 -Shareholders Rights Plan
      - 41 -Constraints
      - 41 -ITEM 8:
      
      MARKET FOR SECURITIES
      - 41 -Trading Price and Volume
      - 42 -ITEM 9:
      
      ESCROWED SECURITIES
      - 42 -ITEM 10:
      
      DIRECTORS AND EXECUTIVE OFFICERS
      - 42 -Name, Occupation and Security Holding
      - 42 -Cease Trade Orders, Bankruptcies, Penalties or Sanctions
      - 45 -Conflicts of Interest
      - 46 -ITEM 11:
      
      PROMOTERS
      - 47 -ITEM 12:
      
      LEGAL PROCEEDINGS AND REGULATORY ACTIONS
      - 47 -Legal Proceedings
      - 47 -Regulatory Actions
      - 47 -ITEM 13:
      
      INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
      - 47 -ITEM 14:
      
      TRANSFER AGENT AND REGISTRAR
      - 50 -


i

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TABLE OF CONTENTS (continued)

PageITEM 15:
      
      MATERIAL CONTRACTS
      - 50 -ITEM 16:
      
      NAMES AND INTERESTS OF EXPERTS
      - 51 -Names and Interests of Experts
      - 51 -ITEM 17:
      
      ADDITIONAL INFORMATION
      - 53 -Audit Committee Information
      - 53 -Additional Information
      - 53 -SCHEDULE A  AUDIT COMMITTEE INFORMATION


ii

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PRELIMINARY NOTES

Documents Incorporated by Reference

Incorporated by reference into this Annual Information Form
(AIF) are the following documents:

| | (a) | Consolidated Audited Financial Statements of the Company
      for the years ended May 31, 2011, 2010 and 2009 (Financial
      Statements);                                                                                                                                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (b) | Management Discussion and Analysis of the Company for the
      year ended May 31, 2011 dated August 26, 2011 (MD&A);                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (c) | Management Information Circular dated October 12, 2010 in
      respect of the 2010 Annual General Meeting (2010 Information
      Circular);                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (d) | Management Information Circular dated July 9, 2010 in
      respect of a special general meeting of the shareholders of the Company
      held on August 12, 2010 (2010 Information Circular) and                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (e) | Technical report dated August 25, 2011 entitled August
      2011 Summary Report on the Livengood Project, Tolovana District, Alaska
      by Carl E. Brechtel (PE, SME), Tim Carew (P.Geo, MIMMM), Russell Myers
      (CPG), William Pennstrom Jr. (QPMMSA, SME), Chris Puchner (CPG) and Scott
      Wilson (CPG) (the Livengood Report)

copies of each of which may be obtained online from SEDAR at
www.sedar.com.

Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for the purposes of this AIF to the extent that a statement
contained in this AIF or in any subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not constitute a part
of this AIF, except as so modified or superseded. The modifying or superseding
statement need not state that it has modified or superseded a prior statement or
include any other information set forth in the document that it modifies or
supersedes.

The making of such a modifying or superseding
statement shall not be deemed an admission for any purpose that the modified or
superseded statement, when made, constituted a misrepresentation, an untrue
statement of a material fact or an omission to state a material fact that is
required to be stated or that is necessary to make a statement not misleading in
light of the circumstances in which it was made.

All financial information in this AIF is prepared in
accordance with generally accepted accounting principles in Canada.

Date of Information

All information in this AIF is as of May 31, 2011 unless otherwise
indicated.

Currency and Exchange Rates

All dollar amounts in this AIF are expressed in Canadian
dollars unless otherwise indicated. The Companys accounts are maintained in
Canadian dollars and the Companys financial statements are prepared in
accordance with generally accepted accounting principles in Canada. All
references to U.S. dollars, USD or to US$ are to United States dollars.

The following table sets forth the rate of exchange for the Canadian
dollar, expressed in United States dollars in effect at the end of the periods
indicated, the average of exchange rates in effect on the last day of each month
during such periods, and the high and low exchange rates during such periods

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- 2 -

based on the noon rate of exchange as reported by the Bank of
Canada for conversion of Canadian dollars into United States dollars.

Year
        Ended May 31Canadian Dollars to U.S. Dollars
      2011
      2010
      2009Rate at end of period
      1.0322
      0.9558
      0.9123Average rate for period
      1.0064
      0.9405
      0.8649High for period
      1.0582
      1.0039
      0.9987Low for period
      0.9365
      0.8580
      0.7692


Metric Equivalents

For ease of reference, the following factors for converting Imperial
measurements into metric equivalents are provided:

To convert from Imperial
    To metric
    Multiply byAcres
    Hectares
    0.404686Feet
    Metres
    0.30480Miles
    Kilometres
    1.609344Tons
    Tonnes
    0.907185Ounces (troy)/ton
    Grams/Tonne
    34.2857


| | 1 mile = 1.609 kilometres                | 2000 pounds (1 short ton) = 0.907 tonnes
| | ---------------------------------------- | ----------------------------------------
| | 1 acre = 0.405 hectares                  | 1 ounce (troy) = 31.103 grams           
| | 2,204.62 pounds = 1 metric ton = 1 tonne | 1 ounce (troy)/ton = 34.2857 grams/tonne

Terms used and not defined in this AIF that are defined in National Instrument
51-102 Continuous Disclosure Obligations shall bear that definition. Other
definitions are set out in National Instrument 14-101 Definitions.

Forward-Looking Statements

This AIF contains forward-looking statements and
forward-looking information (collectively, forward-looking statements) within
the meaning of applicable Canadian and US securities legislation. These
statements relate to future events or the future activities or performance of
the Company. All statements, other than statements of historical fact are
forward-looking statements. Information concerning mineral resource estimates
also may be deemed to be forward-looking statements in that it reflects a
prediction of the mineralization that would be encountered if a mineral deposit
were developed and mined. Forward-looking statements are typically identified by
words such as: believe, expect, anticipate, intend, estimate, postulate, plans
and similar expressions, or which by their nature refer to future events. These
forward looking statements include, but are not limited to, statements
concerning:

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- 3 -

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

Although the Company believes that such statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. Inherent in forward looking statements are risks and uncertainties
beyond the Companys ability to predict or control, including, but not limited
to, risks related to the Companys inability to identify one or more economic
deposits on its properties, variations in the nature, quality and quantity of
any mineral deposits that may be located, variations in the market price of any
mineral products the Company may produce or plan to produce, the Companys
inability to obtain any necessary permits, consents or authorizations required
for its activities, to produce minerals from its properties successfully or
profitably, to continue its projected growth, to raise the necessary capital or
to be fully able to implement its business strategies, and other risks
identified herein under Risk Factors. The Company cautions investors that any
forward-looking statements by the Company are not guarantees of future
performance, and that actual results are likely to differ, and may differ
materially, from those

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- 4 -

expressed or implied by forward looking statements contained in
this AIF. Such statements are based on a number of assumptions which may prove
incorrect, including, but not limited to, assumptions about:

- 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 at on the
  Livengood project and for any feasibility study that may be commissioned.

In addition, in carrying out the Preliminary Economic
Assessment with respect to the Livengood project, as described under Narrative
Description of the Business - Material Mineral Properties  Livengood Project,
Alaska a number of assumptions have been made, which are more particularly
described in that section.

These forward looking statements are made as of the date hereof
and the Company does not intend and does not assume any obligation, to update
these forward looking statements, except as required by

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- 5 -

applicable law. For the reasons set forth above, investors
should not attribute undue certainty to or place undue reliance on
forward-looking statements.

Caution Regarding Adjacent or Similar Mineral Properties

This AIF contains information with respect to
adjacent or similar mineral properties in respect of which the Company has no
interest or rights to explore or mine. The Company advises US investors that the
mining guidelines of the US Securities and Exchange Commission (the SEC) set
forth in the SECs Industry Guide 7 (SEC Industry Guide 7) strictly prohibit
information of this type in documents filed with the SEC. As a foreign private
issuer preparing this AIF pursuant to Canadian disclosure requirements under the
Canada-U.S. Multi-Jurisdictional Disclosure System, this AIF is not subject to
the requirements of SEC Industry Guide 7. Readers are cautioned that the Company
has no interest in or right to acquire any interest in any such properties, and
that mineral deposits on adjacent or similar properties are not indicative of
mineral deposits on the Companys properties.

Caution Regarding Reference to Resources and Reserves

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 AIF and the
documents incorporated by reference herein contain descriptions of the Companys
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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- 6 -

Glossary of Terms

The following is a glossary of certain mining terms used in this Annual
Information Form.

|adit        | A passage driven horizontally into a mountainside
      providing access to a mineral deposit from the surface of the working of a
      mine                                                                                      
|------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                    
|Ag          | Silver                                                                                                                                                                                                                             
|              |                                                                                                                                                                                                                                    
|alteration  | Changes in the chemical or mineralogical composition of a
      rock, generally produced by weathering or hydrothermal solutions                                                                                                   
|              |                                                                                                                                                                                                                                    
|anomalous   | Departing from the expected or normal                                                                                                                                                                                              
|              |                                                                                                                                                                                                                                    
|anomaly     | A geological feature, especially in the subsurface,
      distinguished by geological, geophysical or geochemical means, which is
      different from the general surroundings and is often of potential economic
      value     
|              |                                                                                                                                                                                                                                    
|As          | Arsenic                                                                                                                                                                                                                            
|              |                                                                                                                                                                                                                                    
|Au          | Gold                                                                                                                                                                                                                               
|              |                                                                                                                                                                                                                                    
|basalt      | A dark coloured igneous rock, commonly extrusive  the
      fine grained equivalent of gabbro                                                                                                                                     
|              |                                                                                                                                                                                                                                    
|batholith   | A large, generally discordant plutonic mass that has more
      than 100 square kilometres of surface exposure and no known floor                                                                                                  
|              |                                                                                                                                                                                                                                    
|biotite     | A common rock forming mineral of the mica group                                                                                                                                                                                    
|              |                                                                                                                                                                                                                                    
|Board       | The board of directors of ITH                                                                                                                                                                                                      
|              |                                                                                                                                                                                                                                    
|breccia     | Angular broken rock fragments held together by a mineral
      cement or a fine- grained matrix                                                                                                                                    
|              |                                                                                                                                                                                                                                    
|BCBCA       | Business Corporations Act(British Columbia),
      ITHs governing statute                                                                                                                                                         
|              |                                                                                                                                                                                                                                    
|chert       | A hard, dense microcrystalline or cryptocrystalline
      sedimentary rock, consisting chiefly of interlocking crystals of quartz
      less than about 30 microns in diameter                                                     
|              |                                                                                                                                                                                                                                    
|chip sample | A series of small pieces of ore or rock taken at regular
      intervals across a vein or exposure                                                                                                                                 
|              |                                                                                                                                                                                                                                    
|CIP         | Carbon-in-pulp - a method of recovering gold and silver
      from pregnant cyanide solutions by adsorbing the precious metals to
      granules of activated carbon, which are typically ground up coconut
      shells.        
|              |                                                                                                                                                                                                                                    
|clastic     | Pertaining to a rock or sediment composed principally of
      fragments derived from pre-existing rocks or minerals and transported some
      distance from their places of origin; also said of the texture of such a
      rock
|              |                                                                                                                                                                                                                                    
|cm          | Centimetres                                                                                                                                                                                                                        

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- 7 -

|Common Shares | The common shares without par value in the capital stock
      of ITH as the same are constituted on the date hereof                                                                                                                                                                                                                                                                                                                                      
|--------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|conglomerate  | A coarse grained clastic sedimentary rock, composed of
      rounded to sub-angular fragments larger than 2mm in diameter set in a
      fine-grained matrix of sand or silt, and commonly cemented by calcium
      carbonate, iron oxide, silica or hardened clay                                                                                                                                                                                       
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Corvus        | Corvus Gold Inc., a company subsisting under the laws of
      British Columbia which was spun off from the Company in August, 2010                                                                                                                                                                                                                                                                                                                       
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|cutoff grade  | The lowest grade of mineralized material that qualifies
      as ore in a given deposit, that is, material of the lowest assay value
      that is included in a resource/reserve estimate                                                                                                                                                                                                                                                                
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|deformation   | A general term for the processes of folding, faulting,
      shearing, compression, or extension of rocks as a result of various earth
      forces                                                                                                                                                                                                                                                                                                       
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|deposit       | A mineralized body which has been physically delineated
      by sufficient drilling, trenching, and/or underground work, and found to
      contain a sufficient average grade of metal or metals to warrant further
      exploration and/or development expenditures. Such a deposit does not
      qualify as a commercially mineable ore body or as containing reserves or
      ore, unless final legal, technical and economic factors are resolved
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|diamond drill | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      is attached to the end of the long hollow rods through which water is
      pumped to the cutting face. The drill cuts a core of rock which is
      recovered in long cylindrical sections, an inch or more in diameter                                                                                     
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|dip           | The angle that a stratum or any planar feature makes with
      the horizontal, measured perpendicular to the strike and in the vertical
      plane                                                                                                                                                                                                                                                                                                      
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|dike          | A tabular body of igneous rock that cuts across the
      structure of adjacent rocks or cuts massive rocks                                                                                                                                                                                                                                                                                                                                               
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Director      | A member of the Board of Directors of ITH                                                                                                                                                                                                                                                                                                                                                                                                                 
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|disseminated  | Fine particles of mineral dispersed throughout the
      enclosing rock                                                                                                                                                                                                                                                                                                                                                                                   
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|distal        | Said of an ore deposit formed at a considerable distance
      (e.g. tens of kilometres) from the volcanic source from which its
      constituents have been derived                                                                                                                                                                                                                                                                                     
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|drift         | A horizontal tunnel driven along or parallel to the
      strike of the orebody, for the extraction or exploration of minerals                                                                                                                                                                                                                                                                                                                            
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|epigenetic    | Said of a mineral deposit of origin later than that of
      the enclosing rocks                                                                                                                                                                                                                                                                                                                                                                          

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- 8 -

|epithermal        | Said of a hydrothermal mineral deposit formed within
      about 1 kilometre of the earths surface and in the temperature range of
      50-200° C, occurring mainly as veins
|------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                               
|executive officer | When used in relation to any issuer (including the
      Company) means an individual who is:                                                                                 

(a)      a chair,
vice chair or president;

(b)     
a vice-president in charge of a principal business unit, division or function,
including sales, finance or production; or

(c)      performing a policy-making function in
respect of the issuer

|exsolved     | Said of a substance that has undergone exsolution,
      being the process of the separation of an initially homogenous solution
      into at least two different crystalline minerals without the addition or
      removal of any materials  usually occurs upon cooling
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                               
|felsic       | An igneous rock having abundant light coloured minerals,
      also, applied to those minerals (quartz, feldspars, feldspathoids,
      muscovite) as a group                                                                                                                 
|               |                                                                                                                                                                                                                                                                               
|footwall     | The mass of rock beneath a fault, orebody or mine
      working; especially the wall rock beneath an inclined vein or fault                                                                                                                                                   
|               |                                                                                                                                                                                                                                                                               
|g/t          | Grams per metric tonne                                                                                                                                                                                                                                                        
|               |                                                                                                                                                                                                                                                                               
|gabbro       | A group of dark coloured, basic intrusive igneous rocks 
      the approximate intrusive equivalent of basalt                                                                                                                                                                
|               |                                                                                                                                                                                                                                                                               
|gneiss       | A foliated rock formed by regional metamorphism, in which
      bands or lenticles of granular materials alternate with bands or lenticles
      of minerals with flaky or elongate prismatic habit  mineral composition
      is not an essential factor in its definition  
|               |                                                                                                                                                                                                                                                                               
|grab sample  | A sample composed of one or more pieces of rock,
      collected from a mineralized zone that, when analyzed, do not represent a
      particular width of mineralization nor necessarily the true mineral
      concentration of any larger portion of a mineralized zone    
|               |                                                                                                                                                                                                                                                                               
|grade        | To contain a particular quantity of ore or mineral,
      relative to other constituents, in a specified quantity of rock                                                                                                                                                     
|               |                                                                                                                                                                                                                                                                               
|hanging wall | The overlying side of an orebody, fault or mine working;
      especially the wall rock above an inclined vein or fault                                                                                                                                                       

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- 9 -

|heap leaching | A method of recovering minerals from ore whereby crushed
      rock is stacked on a non-porous liner and an appropriate chemical solution
      is sprayed on the top of the pile (the heap) and allowed to percolate
      down through the crushed rock, dissolving the desired minerals(s) as it
      does so. The chemical solution is then collected from the base of the heap
      and is treated to remove the dissolved mineral(s)
|--------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|host          | A rock or mineral that is older than rocks or minerals
      introduced into it or formed within it                                                                                                                                                                                                                                                                                                                                           
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|host rock     | A body of rock serving as a host for other rocks or for
      mineral deposits, or any rock in which ore deposits occur                                                                                                                                                                                                                                                                                                                       
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|hydrothermal  | A term pertaining to hot aqueous solutions of magmatic
      origin which may transport metals and minerals in solution                                                                                                                                                                                                                                                                                                                       
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|ITH           | International Tower Hill Mines Ltd., a company subsisting
      under the laws of British Columbia                                                                                                                                                                                                                                                                                                                                            
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|intrusion     | The process of the emplacement of magma in pre-existing
      rock, magmatic activity. Also, the igneous rock mass so formed                                                                                                                                                                                                                                                                                                                  
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|intrusive     | Of or pertaining to intrusion, both the process and the
      rock so formed                                                                                                                                                                                                                                                                                                                                                                  
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|km            | Kilometres                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|m             | Metres                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|mm            | Millimetres                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|mafic         | Said of an igneous rock composed chiefly of dark,
      ferromagnesian minerals, also, said of those minerals                                                                                                                                                                                                                                                                                                                                 
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|magma         | Naturally occurring molten rock material, generated
      within the earth and capable of intrusion and extrusion, from which
      igneous rocks have been derived through solidification and related
      processes                                                                                                                                                                                                                        
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|magmatic      | Of, or pertaining to, or derived from, magma                                                                                                                                                                                                                                                                                                                                                                                                  
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|massive       | Said of a mineral deposit, especially of sulphides,
      characterized by a great concentration of ore in one place, as opposed to
      a disseminated or veinlike deposit                                                                                                                                                                                                                                                                  
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|mesothermal   | Said of a hydrothermal mineral deposit formed at
      considerable depth and in the temperature range of 200 - 300° Centigrade,
      also, said of that environment                                                                                                                                                                                                                                                                         
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|metallogeny   | The study of the genesis of mineral deposits, with
      emphasis on their relationship in space and time to regional petrographic
      and tectonic features of the earths crust                                                                                                                                                                                                                                                           
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Moz           | Million ounces                                                                                                                                                                                                                                                                                                                                                                                                                                

---

- 10 -

|mineral reserve                               | The economically mineable part of a measured or indicated
      mineral resource demonstrated by at least a preliminary feasibility study.
      This study must include adequate information on mining, processing,
      metallurgical, economic and other relevant factors that demonstrate, at
      the time of reporting, that economic extraction can be justified. A
      mineral reserve includes diluting materials and allowances for losses that
      may occur when the material is mined and processed                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|mineral resource                              | A concentration or occurrence of natural, solid,
      inorganic or fossilized organic material in or on the Earths crust in
      such form and quantity and of such a grade or quality that it has
      reasonable prospects for economic extraction. The location, quantity,
      grade, geological characteristics and continuity of a mineral resource are
      known, estimated or interpreted from specific geological evidence and
      knowledge. The term mineral resource covers mineralization and natural
      material of intrinsic economic interest which has been identified and
      estimated through exploration and sampling and within which mineral
      reserves may subsequently be defined by the consideration and application
      of technical, economic, legal, environmental, socio-economic and
      governmental factors. The phrase reasonable prospects for economic
      extraction implies a judgement by a qualified person (as that term is
      defined in NI 43-101) in respect of the technical and economic factors
      likely to influence the prospect of economic extraction. A mineral
      resource is an inventory of mineralization that, under realistically
      assumed and justifiable technical and economic conditions, might become
      economically extractable
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|mineralization                                | The concentration of metals and their chemical compounds
      within a body of rock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|National Instrument 43-101/ NI
      43-101 | National Instrument 43-101 of the Canadian Securities
      Administrators entitled Standards of Disclosure for Mineral Projects                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|NSR                                           | Net smelter return                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|NYSE-A                                        | NYSE Amex Equities (formerly, the American Stock
      Exchange)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|ophiolite                                     | An assemblage of mafic and ultramafic igneous rocks
      ranging from spilite and basalt to gabbro and peridotite, and always
      derived from them by later metamorphism, whose origin is associated with
      an early phase of the development of a geosyncline                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|orogeny                                       | The process of natural mountain building, which may be
      studied as a tectonic structural event, as a geographical event and a
      chronological event, in that orogenic events cause distinctive structural
      phenomena and related tectonic activity, affect certain regions of rocks
      and crust and happen within a time frame                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|outcrop                                       | That portion of a geologic formation or structure that
      appears at the surface of the earth; also, bedrock that is covered by
      surficial deposits such as alluvium                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|plunge                                        | The inclination of a fold axis or other linear feature,
      measured in the vertical plane                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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- 11 -

|PPB or ppb                 | Parts per billion                                                                                                                                                                                                     
|------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |                                                                                                                                                                                                                       
|PPM or ppm                  | Parts per million                                                                                                                                                                                                     
|                               |                                                                                                                                                                                                                       
|pyroclastic                  | Pertaining to clastic rock material formed by volcanic
      explosion or aerial expulsion from a volcanic vent; also, pertaining to
      rock texture of explosive origin                                           
|                               |                                                                                                                                                                                                                       
|quartzite                    | A granoblastic metamorphic rock consisting mainly of
      quartz, formed by recrystalization of sandstone by regional or thermal
      metamorphism                                                                  
|                               |                                                                                                                                                                                                                       
|relict texture               | In mineral deposits, an original texture that remains
      after total or partial replacement                                                                                                                        
|                               |                                                                                                                                                                                                                       
|reverse circulation drilling | A method of drilling whereby rock cuttings generated by
      the drill bit are flushed up from the bit face to the surface through the
      drill rods by air or drilling fluids for collection and analysis        
|                               |                                                                                                                                                                                                                       
|Sb                           | Antimony                                                                                                                                                                                                              
|                               |                                                                                                                                                                                                                       
|schist                       | A strongly foliated crystalline rock, formed by dynamic
      metamorphism, that has well developed parallelism of more than 50% of the
      minerals present                                                        
|                               |                                                                                                                                                                                                                       
|sedimentary                  | Pertaining to or containing sediment (typically, solid
      fragmental material transported and deposited by wind, water or ice that
      forms in layers in loose unconsolidated form), or formed by its deposition
|                               |                                                                                                                                                                                                                       
|shear zone                   | A tabular zone of rock that has been crushed and
      brecciated by many parallel fractures due to shear strain (often
      mineralized by ore-forming solutions)                                                   
|                               |                                                                                                                                                                                                                       
|silicification               | The introduction of, or replacement by, silica
      (especially in the form of fine- grained quartz, chalcedony or opal) which
      may fill pores and replace existing minerals (adj.: silicified)                 
|                               |                                                                                                                                                                                                                       
|sill                         | A tabular igneous intrusion that parallels the planar
      structure of the surrounding rock                                                                                                                         
|                               |                                                                                                                                                                                                                       
|stock                        | An igneous intrusion that is less than 100 square
      kilometres in surface exposure, is usually but not always discordant, and
      resembles a batholith except in size                                          
|                               |                                                                                                                                                                                                                       
|stockwork                    | A mineral deposit consisting of a three-dimensional
      network of irregular veinlets closely enough spaced that the whole mass
      can be mined                                                                  
|                               |                                                                                                                                                                                                                       
|strike                       | The direction taken by a structural surface                                                                                                                                                                           
|                               |                                                                                                                                                                                                                       
|tabular                      | Said of a feature having two dimensions that are much
      larger or longer than the third, or of a geomorphic feature having a flat
      surface, such as a plateau                                                
|                               |                                                                                                                                                                                                                       
|tectonic                     | Pertaining to the forces involved in, or the resulting
      structures of, tectonics                                                                                                                                 

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- 12 -

|tectonics      | A branch of geology dealing with the broad architecture
      of the outer part of the earth, that is, the major structural or
      deformational features and their relations, origin and historical
      evolution
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |                                                                                                                                                                                                                       
|terrane        | A term applied to a rock or group of rocks and to the
      area in which they crop out                                                                                                                               
|                 |                                                                                                                                                                                                                       
|Tower Alaska   | Tower Hill Mines, Inc. (formerly, Talon Gold Alaska,
      Inc.)., a wholly owned subsidiary of ITH subsisting under the laws of
      Alaska                                                                       
|                 |                                                                                                                                                                                                                       
|Tower Hill US  | Tower Hill Mines (US) LLC (formerly Talon Gold (US)
      LLC), a wholly owned subsidiary of Tower Alaska subsisting under the laws
      of Colorado                                                               
|                 |                                                                                                                                                                                                                       
|tuff           | A general term for all consolidated pyroclastic rocks                                                                                                                                                                 
|                 |                                                                                                                                                                                                                       
|thrust sheet   | The body of rock above a large-scale thrust fault whose
      surface is horizontal or very gently dipping                                                                                                            
|                 |                                                                                                                                                                                                                       
|TSX            | Toronto Stock Exchange                                                                                                                                                                                                
|                 |                                                                                                                                                                                                                       
|TSXV           | TSX Venture Exchange                                                                                                                                                                                                  
|                 |                                                                                                                                                                                                                       
|ultramafic     | Said of an igneous rock composed chiefly of mafic
      minerals                                                                                                                                                      
|                 |                                                                                                                                                                                                                       
|vein           | An epigenetic mineral filling of a fault or other
      fracture, in tabular or sheetlike form, often with the associated
      replacement of the host rock; also, a mineral deposit of this form and
      origin   
|                 |                                                                                                                                                                                                                       
|volcaniclastic | Pertaining to a clastic rock containing volcanic material
      in whatever proportion, and without regard to its origin or environment                                                                               

---

- 13 -

**ITEM
3:**          **CORPORATE
STRUCTURE**

Name, Address and Incorporation

ITH was incorporated under the Company Act (British
Columbia) under the name Ashnola Mining Company Ltd. on May 26, 1978. ITHs
name was changed to Tower Hill Mines Ltd. on June 1, 1988, and subsequently
changed to International Tower Hill Mines Ltd. on March 15, 1991. ITH has been
transitioned under, and is now governed by, the BCBCA. On October 11, 2005, ITH
filed a transition application under the BCBCA, reflecting the adoption by the
shareholders, on October 29, 2004, of a new form of Articles to govern the
affairs of ITH in substitution for the original articles adopted under the old
Company Act (B.C.) and reflecting the increased flexibility available to
companies under the BCBCA. A copy of the new Articles is available on SEDAR at
www.sedar.com. On November 15, 2005, the
shareholders resolved to amend the Articles to increase the authorized capital
from 20,000,000 common shares without par value to 500,000,000 common shares
without par value. A Notice of Articles in respect of such increase was filed on
April 20, 2006, at which time such increase in authorized capital became
effective.

The head office and principal business address of
ITH is located at Suite 2300  1177 West Hastings Street, Vancouver, British
Columbia, CANADA V6E 2K3, and its registered and records office is located at
Suite 2300, Four Bentall Centre, 1055 Dunsmuir Street, P.O. Box 49122,
Vancouver, B.C. V7X 1J1.

Intercorporate Relationships

ITH has two material subsidiaries:

| | (a) | Tower Alaska, a corporation incorporated in Alaska on
      June 27, 2006, which holds all of the Companys Alaskan properties and is
      100% owned by ITH; and                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                          
| | (b) | Tower Hill (US), a limited liability company formed in
      Colorado on June 27, 2006, which carries on all of the Companys mineral
      exploration operations and is wholly owned by Tower
  Alaska.

The following corporate chart sets forth all of ITHs material subsidiaries:



Throughout this AIF references to the Company refer to ITH
and its consolidated subsidiaries, Tower Alaska and Tower Hill US. References to
ITH refer to ITH alone.

---

- 14 -

**ITEM
4:**          **GENERAL DEVELOPMENT OF THE BUSINESS**

Three Year History

The Company is a mineral exploration company engaged in
the acquisition, exploration and development of mineral properties. The Company
currently holds or has the right to acquire interests in an advanced stage
exploration project in Alaska referred to as the Livengood Project. The
Company is in the exploration stage as its property has not yet reached
commercial production. All work presently planned by the Company is directed at
defining mineralization at the Livengood project and increasing understanding of
the characteristics of, and economics of, that mineralization. While the
Company has outlined estimated mineral resources at the Livengood project, there
are no mineral reserves on the Livengood project.

Since current management assumed control of ITH in mid-2006, the
Company has focussed primarily on the acquisition and exploration of mineral
properties in Alaska and Nevada. During the financial years ended May 31, 2008,
2009 and 2010, the Company has acquired by staking, purchase, lease or option
(primarily from AngloGold Ashanti (U.S.A.) Exploration Inc. (AngloGold) in a
transaction which closed on August 4, 2006) interests in a number of mineral
properties in Alaska (Livengood, Terra, LMS, BMP, Chisna, Coffee Dome, West
Tanana, Gilles, West Pogo, Caribou, Blackshell and South Estelle) and Nevada
(North Bullfrog and Painted Hills) that it believes have the potential to host
large precious or base metal deposits. Some of these, such as the Painted Hills,
Gilles, West Tanana, Caribou and Blackshell properties were, in light of
disappointing exploration results, dropped or returned to the respective
optionors or lessors, and the associated costs written off while others, such as
the South Estelle property, have been sold. Since early 2008, the Companys
primary focus has been the exploration and advancement of its Livengood project
in Alaska and the majority of its resources have been directed to that end. To
this end, in August 2010, ITH undertook a corporate spin-out arrangement
transaction whereby all of its mineral property interests other than the
Livengood property were transferred to Corvus and Corvus was spun out as an
independent and separate public company. Following the completion of such
transaction, the sole mineral property held by ITH is the Livengood Project.

All of the Companys currently proposed exploration is under the jurisdiction
  of the State of Alaska.

In Alaska, low impact, initial stage surface
exploration such as stream sediment, soil and rock chip sampling do not require
any permits. The State of Alaska requires an APMA (Alaska Placer Mining
Application) exploration permit for all substantial surface disturbances such as
trenching, road building and drilling. These permits are also reviewed by
related state and federal agencies that can comment and require specific changes
to the proposed work plans to minimize impacts on the environment. The
permitting process for significant disturbances generally requires 30 days for
processing and all work must be bonded. The Company currently has all necessary
permits with respect to its exploration activities in Alaska. Although the
Company has never had an issue with the timely processing of APMA permits there
can be no assurances that delays in permit approval will not occur. Due to the
northern climate, exploration work in some areas of Alaska can be limited due to
excessive snow cover and cold temperatures. In general, surface sampling work is
limited to May through September and surface drilling from March through
November, although some locations afford opportunities for year-round
exploration operations and others, such as wetland areas, may only be explored
while frozen in the winter. Mining is conducted in a number of locations in
Alaska on a year-round basis, both open pit and underground.

Currently, there are no environmental regulations
in Alaska that impact the Company because it is still in the exploration stage.
Reclamation work, that is, work done to restore the property to its original
state, is minimal because the Companys operations have virtually no
environmental impact. The

---

- 15 -

Companys required remedial environmental reclamation work
typically consists of slashing underbrush so that wildlife movement is not
hampered and basic re-seeding operations.

Since June 1, 2010, being the commencement of the
Companys last completed fiscal year, the Company has not entered into any
significant acquisitions for which disclosure is required under Part 8 of
National Instrument 51-102.

**ITEM
5:**          **NARRATIVE DESCRIPTION OF THE BUSINESS**

General

***Summary***

The Company currently holds, or has rights to acquire, ownership or
leasehold interests in a group of adjacent mineral properties located
approximately 115 kilometres north of Fairbanks, Alaska and collectively
referred to as the Livengood Project (subject, in certain cases, to NSR
royalties payable to the original property vendors/lessors) in Alaska (Figure
1). The Company is in the process of evaluating the Livengood project through
advanced exploration programs and the preparation of a pre-feasibility study,
with the objective of evaluating the potential of the project and determining if
the preparation of a full feasibility study is warranted. The progress on, and
results of, work programs on the Companys Livengood project (being its only
mineral property) is set out in the Mineral Projects section of this AIF.

The Company is in the exploration stage and does not
mine, produce or sell any mineral products at this time. While the Livengood
project has estimated mineral resources, it does not at this time have any known
or identified mineral reserves. The Company does not propose any method of
production at this time, and one of the aims of the planned pre-feasibility
study is to determine the optimum method for any production at the Livengood
project.

All aspects of the Companys business require specialized skills and knowledge.
Such skills and knowledge include the areas of geology, drilling, logistical
planning, preparation of pre-feasibility and feasibility studies and the
construction and operation of a mine (following a production decision having
been made), financing and accounting. Since commencing its current operations in
mid 2006, the Company has found that it can locate and retain appropriate
employees and consultants and believes it will continue to be able to do so.

All of the raw materials the Company requires to carry on its business are
readily available through normal supply or business contracting channels in
Canada and the United States. Since commencing current operations at the
Livengood project in mid 2006, the Company has been able to secure the
appropriate personnel, equipment and supplies required to conduct its
contemplated programs. While it has experienced difficulty in procuring some
equipment  for example, drill equipment  or services  for example,
experienced drillers and timely assay laboratory services - in previous years,
the recent overall slowdown in the mineral exploration business has resulted in
more equipment and services being made available on a timely basis. As a result,
the Company does not believe that it will experience any shortages of required
personnel, equipment or supplies in the foreseeable future.

The mining business is subject to mineral price cycles. The
marketability of minerals and mineral concentrates is also affected by worldwide
economic cycles. At the present time, the significant demand for minerals in
some countries (notably China) is driving increased base metal commodity prices,
and a fear of coming inflation and economic uncertainly are driving higher gold
prices, but it is difficult to assess how long such demand may continue.

The Companys business is not substantially dependent on
any contract such as a contract to sell the major part of its products or
services or to purchase the major part of its requirements for goods, services
or raw materials, or on any franchise or licence or other agreement to use a
patent, formula, trade secret, process or trade name upon which its business
depends. Rather, the Companys ability to continue making the holding,
assessment, lease and option payments necessary to maintain its interest in
the

---

- 16 -

Livengood project, to fund the ongoing advanced exploration,
and to raise the funding necessary to develop a mine at Livengood following any
production decision that may be made following the completion of its planned
feasibility study are of primary concern. The Company does not presently
anticipate any difficulties in this regard in the current financial year.

It is not expected that the Companys business
will be affected in the current financial year by the renegotiation or
termination of contracts or sub-contracts.

As of August 26, 2011, ITH had one part-time employee and Tower Hill
US had 17 full-time employees. The Company also relies upon consultants and
contractors to carry on many of its activities and, in particular, to carry out
drilling programs at the Livengood project and in connection with the
preparation of its pre-feasibility and any feasibility studies on that project.
However, as ITH expands its activities, it may choose to hire additional
employees rather than relying on consultants.

***Bankruptcy and Similar Procedures***

There are no bankruptcy, receivership or similar proceedings
against ITH, nor is ITH aware of any such pending or threatened proceedings.
There have not been any voluntary bankruptcy, receivership or similar
proceedings by ITH within the three most recently completed financial years or
completed or currently proposed for the current financial year.



Figure 1: Location of the Livengood
Project

---

- 17 -

***Reorganizations***

The only reorganization of or involving ITH within the three most
recently completed financial years was the corporate spin-out transaction under
which ITH transferred all of its non-Livengood mineral property assets
(including its subsidiaries Raven Gold Alaska Inc. and Talon Gold Nevada Inc.)
to Corvus by way of a corporate arrangement and Corvus was spun-to to the
shareholders of ITH as an independent public company. The 2010 Information
Circular, which provides information concerning the spin-out of Corvus by way of
corporate arrangement under the BCBCA, is specifically incorporated by reference
herein, and readers are referred to the 2010 Information Circular for a complete
description of the spin-out transaction and details of each of the Company and
Corvus following the completion thereof.

The spin-out transaction pursuant to the plan of
arrangement among ITH, its shareholders and Corvus (Plan of Arrangement) was
approved by the shareholders of ITH on August 12, 2010, and the final order of
the Supreme Court of British Columbia approving the Plan of Arrangement under
the BCBCA to implement the transaction was received on August 20, 2010. The
effective date of the spin-out transaction under the Plan of Arrangement was
August 26, 2010 and the common shares of Corvus commenced trading on the TSX on
August 30, 2010. On the effective date of the Arrangement, shareholders of ITH
held one Common Share and one-half of one common share of Corvus for each common
share of ITH held immediately prior to the effective date. Under the terms of
the transaction, ITH retained all assets relating to the Livengood gold project
in Alaska, together with approximately $33 million in working capital. Corvus
received all of ITHs other existing Alaska and Nevada assets, together with
approximately $3.3 million in working capital.

As proposed, following the completion of the spin-out, the Company
has concentrated on completing the ongoing pre-feasibility study and thereafter,
assuming the results of such study are as currently assumed, moving the
Livengood project towards feasibility and a potential production decision.

***Social or Environmental Policies***

ITH has created a Sustainable Development Committee (SDC),
which has adopted a formal charter. The overall purpose of the SDC is to assist
the Board in fulfilling its oversight responsibilities with respect to the
Boards and the Companys continuing commitment to improving the environment and
ensuring that the Companys activities are carried out, and that its facilities
are operated and maintained, in a safe, sustainable and environmentally sound
manner. The primary function of the Committee is to monitor, review and provide
oversight with respect to the Companys policies, standards, accountabilities
and programs relative to health, safety, community relations and
environmental-related matters. Further, the SDC is to advise the Board and make
recommendations for the Boards consideration regarding health, safety,
community relations and environmental-related issues. In particular, the SDC is
to consider and advise the Board with respect to current standards of
sustainable development for projects and activities such as those of the
Company, particularly with a view to ensuring that the Companys business is run
in a manner, and its projects are operated and developed, so as to achieve the
ideals and reflect the following principles of sustainable development:

| | (a) | living within environmental limits,         
| | --- | --------------------------------------------
| | (b) | ensuring a strong, healthy and just society,
| | (c) | achieving a sustainable economy,            
| | (d) | using sound science responsibly, and        
| | (e) | promoting good governance.                  

The SDC is also responsible for monitoring the activities of
the Company in connection with the initial and ongoing interaction between the
Companys activities, operations and personnel and the communities in which the
Companys projects and related activities are located, with a view to ensuring
that management develops and follows appropriate policies and activities to
enhance the relationship between

---

- 18 -

the Company and its personnel and the communities in which it
operates and reflect the principles of sustainable development in that regard.

Although not set out in a specific policy, the
Company strives to be a positive influence in the local communities where its
mineral projects are located, not only by contributing to the welfare of such
communities through donations of money and supplies, as appropriate, but also
through hiring, when appropriate, local workers to assist in ongoing exploration
programs. The Company considers that building and maintaining strong
relationships with such communities is fundamental to its ability to continue to
operate in such regions and to assist in the eventual development (if any) of
mining operations in such regions, and it attaches considerable importance to
commencing and fostering them from the beginning of its involvement in any
particular area.

ITH has also adopted a Code of Business Conduct and Ethics, which
provides, among other things, that ITH is committed to complying with all laws
and governmental regulations applicable to its activities and, specifically, to
maintaining a safe and healthy work environment and conducting its activities in
full compliance with all applicable environmental laws.

Risk Factors

In addition to those risk factors discussed elsewhere
in this AIF, the Company is subject to the following risk factors:

Resource Exploration and Development is
Generally a Speculative Business: Resource exploration and development is a
speculative business and involves a high degree of risk, including, among other
things, unprofitable efforts resulting both from the failure to discover mineral
deposits and from finding mineral deposits which, though present, are
insufficient in size and grade at the then prevailing market conditions to
return a profit from production. The marketability of natural resources which
may be acquired or discovered by the Company will be affected by numerous
factors beyond the control of the Company. These factors include market
fluctuations, the proximity and capacity of natural resource markets, government
regulations, including regulations relating to prices, taxes, royalties, land
use, importing and exporting of minerals and environmental protection. The exact
effect of these factors cannot be accurately predicted, but the combination of
these factors may result in the Company not receiving an adequate return on
invested capital.

While the Livengood property has estimated
measured, indicated and inferred resources identified, there are no known
reserves at the Livengood property. The majority of exploration projects do not
result in the discovery of commercially mineable deposits of ore.
Substantial expenditures are required to establish ore reserves through drilling
and metallurgical and other testing techniques, determine metal content and
metallurgical recovery processes to extract metal from the ore, and construct,
renovate or expand mining and processing facilities. No assurance can be given
that any level of recovery of ore reserves will be realized or that any
identified mineral deposit will ever qualify as a commercial mineable ore body
which can be legally and economically exploited.

Fluctuation of Metal Prices: Even if commercial
quantities of mineral deposits are discovered by the Company, there is no
guarantee that a profitable market will exist for the sale of the metals
produced. The Companys long-term viability and profitability depend, in large
part, upon the market price of metals which have experienced significant
movement over short periods of time, and are affected by numerous factors beyond
the control of the Company, including international economic and political
trends, expectations of inflation, currency exchange fluctuations, interest
rates and global or regional consumption patterns, speculative activities and
increased production due to improved mining and production methods. The supply
of and demand for metals are affected by various factors, including political
events, economic conditions and production costs in major producing regions.
There can be no assurance that the price of any minerals produced from the
Companys property will be such that any such deposits can be mined at a profit.

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Permits and Licenses: The operations of the
Company will require licenses and permits from various governmental authorities.
There can be no assurance that the Company will be able to obtain all necessary
licenses and permits that may be required to carry out exploration, development
and mining operations at the Livengood project, on reasonable terms or at all.
Delays or a failure to obtain such licenses and permits or a failure to comply
with the terms of any such licenses and permits that the Company does obtain,
will have a material adverse effect on the Company.

Acquisition of Mineral Claims under
Agreements: The agreements pursuant to which the Company holds or has the
right to acquire interests in the individual properties comprising the Livengood
project provide that the Company must make a series of cash payments over
certain time periods and/or expend certain minimum amounts on the exploration of
the properties. Failure by the Company to make such payments or make such
expenditures in a timely fashion may result in the Company losing its interest
in such properties. There can be no assurance that the Company will have, or be
able to obtain, the necessary financial resources to be able to maintain all of
its property agreements in good standing, or to be able to comply with all of
its obligations thereunder, with the result that the Company could forfeit its
interest in one or more of its mineral properties.

Proposed Amendments to the United States
General Mining Law of 1872: In recent years, the United States Congress has
considered a number of proposed amendments to the U.S. General Mining Law of
1872 (Mining Law). If adopted, such legislation, among other things, could
impose royalties on mineral production from unpatented mining claims located on
United States federal lands, result in the denial of permits to mine after the
expenditure of significant funds for exploration and development, reduce
estimates of mineral reserves and reduce the amount of future exploration and
development activity on United States federal lands, all of which could have a
material and adverse affect on the Companys cash flow, results of operations
and financial condition.

Uncertainties Relating to Unpatented Mining
Claims:Certain of the Companys mineral properties at Livengood comprise
federal unpatented mining claims. There is a risk that a portion of the
Companys federal unpatented mining claims could be determined to be invalid, in
which case the Company could lose the right to mine any minerals contained
within those mining claims. Federal unpatented mining claims are created and
maintained in accordance with the Mining Law. Unpatented mining claims are
unique to United States property interests, and are generally considered to be
subject to greater title risk than other real property interests due to the
validity of unpatented mining claims often being uncertain. This uncertainty
arises, in part, out of the complex federal and state laws and regulations under
the Mining Law. Unpatented mining claims are always subject to possible
challenges of third parties or contests by the United States federal government.
The validity of an unpatented mining claim, in terms of both its location and
its maintenance, is dependent on strict compliance with a complex body of
federal and state statutory and decisional law. Title to the unpatented mining
claims may also be affected by undetected defects such as unregistered
agreements or transfers. The Company has not obtained full title opinions for
the majority of its mineral properties. Not all the mineral properties in which
the Company has an interest have been surveyed, and their actual extent and
location may be in doubt.

Surface Rights and Access: Although the
Company acquires the rights to some or all of the minerals in the ground subject
to the mineral tenures that it holds, or has a right to acquire, in most cases
it does not thereby acquire any rights to, or ownership of, the surface to the
areas covered by its mineral tenures. In such cases, applicable mining laws
usually provide for rights of access to the surface for the purpose of carrying
on mining activities, however, the enforcement of such rights through the courts
can be costly and time consuming. It is necessary to negotiate surface access or
to purchase the surface rights if long-term access is required. There can be no
guarantee that, despite having the right at law to access the surface and carry
on mining activities, the Company will be able to negotiate satisfactory
agreements with any such existing landowners/occupiers for such access or
purchase of such surface rights, and therefore it may be unable to carry out
planned mining activities. In addition, in circumstances where

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such access is denied, or no agreement can be reached, the
Company may need to rely on the assistance of local officials or the courts in
such jurisdiction the outcomes of which cannot be predicted with any certainty.
The inability of the Company to secure surface access or purchase required
surface rights could materially and adversely affect the timing, cost or overall
ability of the Company to develop any mineral deposit at the Livengood project.

No Assurance of Profitability: The Company
has no history of production or earnings and due to the nature of its business
there can be no assurance that the Company will be profitable. The Company has
not paid dividends on its shares since incorporation and does not anticipate
doing so in the foreseeable future. The Livengood property is still in the
advanced exploration stage and the Company has not defined or delineated any
proven or probable reserves at Livengood. No feasibility study has yet been
completed, and no production decision has been made, in respect of the Livengood
property. Continued exploration of the Livengood project and the future
development of that property following any production decision that may be made,
will require significant funds. The only present source of funds available to
the Company is through the sale of its equity shares. Even if the results of
exploration are encouraging, the Company may not have sufficient funds to
conduct the further exploration that may be necessary to determine whether or
not a commercially mineable deposit exists. While the Company may generate
additional working capital through further equity offerings, there is no
assurance that any such funds will be available on favourable terms, or at all.
At present, it is impossible to determine what amounts of additional funds, if
any, may be required. Failure to raise such additional capital could put the
continued viability of the Company at risk.

Uninsured or Uninsurable Risks:
Exploration, development and mining operations involve various hazards,
including environmental hazards, industrial accidents, metallurgical and other
processing problems, unusual or unexpected rock formations, structural cave-ins
or slides, flooding, fires, metal losses and periodic interruptions due to
inclement or hazardous weather conditions. These risks could result in damage to
or destruction of mineral properties, facilities or other property, personal
injury, environmental damage, delays in operations, increased cost of
operations, monetary losses and possible legal liability. The Company may not be
able to obtain insurance to cover these risks at economically feasible premiums
or at all. The Company may elect not to insure where premium costs are
disproportionate to the Companys perception of the relevant risks. The payment
of such insurance premiums and of such liabilities would reduce the funds
available for exploration and production activities.

Government Regulation: Any exploration,
development or mining operations carried on by the Company will be subject to
government legislation, policies and controls relating to prospecting,
development, production, environmental protection, mining taxes and labour
standards. The Company cannot predict whether or not such legislation, policies
or controls, as presently in effect, will remain so, and any changes therein
(for example, significant new royalties or taxes), which are completely outside
the control of the Company, may materially adversely affect to ability of the
Company to continue its planned business within any such jurisdictions.

Recent market events and conditions:From 2007
into 2010, the U.S. credit markets have experienced serious disruption due to a
deterioration in residential property values, defaults and delinquencies in the
residential mortgage market (particularly, sub-prime and non-prime mortgages)
and a decline in the credit quality of mortgage backed securities. These
problems have led to a slow-down in residential housing market transactions,
declining housing prices, delinquencies in non-mortgage consumer credit and a
general decline in consumer confidence. These conditions caused a loss of
confidence in the broader U.S. and global credit and financial markets and
resulting in the collapse of, and government intervention in, major banks,
financial institutions and insurers and creating a climate of greater
volatility, less liquidity, widening of credit spreads, a lack of price
transparency, increased credit losses and tighter credit conditions.
Notwithstanding various actions by the U.S. and foreign governments, concerns
about the general condition of the capital markets, financial instruments,
banks,

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- 21 -

investment banks, insurers and other financial institutions
caused the broader credit markets to further deteriorate and stock markets to
decline substantially. In addition, general economic indicators have
deteriorated, including declining consumer sentiment, increased unemployment and
declining economic growth and uncertainty about corporate earnings.

While these conditions appear to have improved slightly in
2010/11, unprecedented disruptions in the credit and financial markets have had
a significant material adverse impact on a number of financial institutions and
have limited access to capital and credit for many companies. These disruptions
could, among other things, make it more difficult for the Company to obtain, or
increase its cost of obtaining, capital and financing for its operations. The
Companys access to additional capital may not be available on terms acceptable
to it or at all.

General economic conditions:The recent unprecedented events in
  global financial markets have had a profound impact on the global economy. Many
  industries, including the gold and base metal mining industry, are impacted
  by these market conditions. Some of the key impacts of the current financial
  market turmoil include contraction in credit markets resulting in a widening
  of credit risk, devaluations and high volatility in global equity, commodity,
  foreign exchange and precious metal markets, and a lack of market liquidity.
  A continued or worsened slowdown in the financial markets or other economic
  conditions, including but not limited to, consumer spending, employment rates,
  business conditions, inflation, fuel and energy costs, consumer debt levels,
  lack of available credit, the state of the financial markets, interest rates,
  and tax rates may adversely affect our growth and profitability. Specifically:

- The global credit/liquidity crisis could impact the cost and availability
  of financing and the Companys overall liquidity
- the volatility of gold prices may impact the Companys future revenues,
  profits and cash flow
- volatile energy prices, commodity and consumables prices and currency
  exchange rates impact potential production costs
- the devaluation and volatility of global stock markets impacts the
  valuation of the Common Shares, which may impact the Companys ability to
  raise funds through the issuance of Common Shares

These factors could have a material adverse effect on the
Companys financial condition and results of operations.

Insufficient Financial Resources: The
Company does not presently have sufficient financial resources to undertake by
itself the development of the Livengood project as a mine following any
production decision that may be made. The development of a mine at Livengood
following any production decision that may be made will therefore depend upon
the Companys ability to obtain financing through equity and debt financing.
There is no assurance that the Company will be successful in obtaining the
required financing. Failure to raise the required funds could result in the
Company being unable to commence or complete the development of a mine at
Livengood and/or being required to dispose of its interest in its properties.

Financing Risks: The Company has limited
financial resources, has no source of operating cash flow and has no assurance
that additional funding will be available to it for further exploration and
development of the Livengood project or to fulfil its obligations under any
applicable agreements. Although the Company has been successful in the past in
obtaining financing through the sale of equity securities, there can be no
assurance that it will be able to obtain adequate financing in the future or
that the terms of such financing will be favourable. Failure to obtain such
additional financing could result in

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- 22 -

delay or indefinite postponement of further exploration and
development of the Livengood project with the possible loss of such property.

Dilution
  to the Companys existing shareholders:The Company may require additional
  equity financing be raised in the future. The Company may issue securities on
  less than favourable terms to raise sufficient capital to fund its business
  plan. Any transaction involving the issuance of equity securities or securities
  convertible into Common Shares would result in dilution, possibly substantial,
  to present and prospective holders of Common Shares.

Increased costs:Management anticipates
that costs at the Companys projects will frequently be subject to variation
from one year to the next due to a number of factors, such as changing ore
grade, metallurgy and revisions to mine plans, if any, in response to the
physical shape and location of the ore body. In addition, costs are affected by
the price of commodities such as fuel, rubber and electricity. Such commodities
are at times subject to volatile price movements, including increases that could
make production at certain operations less profitable. A material increase in
costs at any significant location could have a significant effect on the
Companys profitability.

Dependence Upon Others and Key Personnel:
The success of the Companys operations will depend upon numerous factors, many
of which are beyond the Companys control, including the ability to attract and
retain additional key personnel in exploration, mine development, sales,
marketing, technical support and finance. These and other factors will require
the use of outside suppliers as well as the talents and efforts of the Company.
There can be no assurance of success with any or all of these factors on which
the Companys operations will depend. The Company has relied and may continue to
rely, upon consultants and others for operating expertise.

Currency Fluctuations: The Company
maintains its accounts in Canadian and U.S. dollars, making it subject to
foreign currency fluctuations. Such fluctuations may materially affect the
Companys financial position and results.

Share Price Volatility: In recent years,
the securities markets in the United States and Canada have experienced a high
level of price and volume volatility, and the market price of securities of many
companies, particularly those considered exploration or development stage
companies, have experienced wide fluctuations in price which have not
necessarily been related to the operating performance, underlying asset values
or prospects of such companies. There can be no assurance that significant
fluctuations in the trading price of the Companys common shares will not occur,
or that such fluctuations will not materially adversely impact on the Companys
ability to raise equity funding without significant dilution to its existing
shareholders, or at all.

Exploration and Mining Risks: Fires, power
outages, labour disruptions, flooding, explosions, cave-ins, landslides and the
inability to obtain suitable or adequate machinery, equipment or labour are
other risks involved in the operation of mines and the conduct of exploration
programs. Substantial expenditures are required to establish reserves through
drilling, to develop metallurgical processes, to develop the mining and
processing facilities and infrastructure at any site chosen for mining. Although
substantial benefits may be derived from the discovery of a major mineralized
deposit, no assurance can be given that minerals will be discovered in
sufficient quantities to justify commercial operations or that funds required
for development can be obtained on a timely basis. The economics of developing
mineral properties is affected by many factors including the cost of operations,
variations of the grade of ore mined, fluctuations in the price of gold or other
minerals produced, costs of processing equipment and such other factors as
government regulations, including regulations relating to royalties, allowable
production, importing and exporting of minerals and environmental protection. In
addition, the grade of mineralization ultimately mined may differ from that
indicated by drilling results and such differences could be material. Short term
factors, such as the need for orderly development of ore bodies or the
processing of new or different grades, may have an adverse effect on mining
operations and on the results of operations. There can be no assurance that
minerals recovered in small scale laboratory tests will be

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- 23 -

duplicated in large scale tests under on-site conditions or in
production scale operations. Material changes in geological resources, grades,
stripping ratios or recovery rates may affect the economic viability of
projects.

Environmental Restrictions: The activities
of the Company are subject to environmental regulations promulgated by
government agencies in different countries from time to time. Environmental
legislation generally provides for restrictions and prohibitions on spills,
releases or emissions into the air, discharges into water, management of waste,
management of hazardous substances, protection of natural resources, antiquities
and endangered species and reclamation of lands disturbed by mining operations.
Certain types of operations require the submission and approval of environmental
impact assessments. Environmental legislation is evolving in a manner which
means stricter standards, and enforcement, fines and penalties for
non-compliance are more stringent. Environmental assessments of proposed
projects carry a heightened degree of responsibility for companies and
directors, officers and employees. The cost of compliance with changes in
governmental regulations has a potential to reduce the profitability of
operations.

Regulatory Requirements: The activities of
the Company are subject to extensive regulations governing various matters,
including environmental protection, management and use of toxic substances and
explosives, management of natural resources, exploration, development of mines,
production and post-closure reclamation, exports, price controls, taxation,
regulations concerning business dealings with indigenous peoples, labour
standards on occupational health and safety, including mine safety, and historic
and cultural preservation. Failure to comply with applicable laws and
regulations may result in civil or criminal fines or penalties, enforcement
actions thereunder, including orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include
corrective measures requiring capital expenditures, installation of additional
equipment, or remedial actions, any of which could result in the Company
incurring significant expenditures. The Company may also be required to
compensate those suffering loss or damage by reason of a breach of such laws,
regulations or permitting requirements. It is also possible that future laws and
regulations, or more stringent enforcement of current laws and regulations by
governmental authorities, could cause additional expense, capital expenditures,
restrictions on or suspension of the Companys operations and delays in the
exploration and development of the Livengood project.

Limited Experience with Development-Stage
Mining Operations: The Company has limited experience in placing resource
properties into production, and its ability to do so will be dependent upon
using the services of appropriately experienced personnel or entering into
agreements with other major resource companies that can provide such expertise.
There can be no assurance that the Company will have available to it the
necessary expertise when and if it places the Livengood property into
production.

Estimates of Mineral Reserves and Resources and
Production Risks: The mineral resource estimates included in this AIF are
estimates only and no assurance can be given that any particular level of
recovery of minerals will in fact be realized or that an identified reserve or
resource will ever qualify as a commercially mineable (or viable) deposit which
can be legally and economically exploited. The estimating of mineral resources
and mineral reserves is a subjective process and the accuracy of mineral
resource and mineral reserve estimates is a function of the quantity and quality
of available data, the accuracy of statistical computations, and the assumptions
used and judgments made in interpreting available engineering and geological
information. There is significant uncertainty in any mineral resource or mineral
reserve estimate and the actual deposits encountered and the economic viability
of a deposit may differ materially from the Companys estimates. In addition,
the grade of mineralization ultimately mined may differ from that indicated by
drilling results and such differences could be material. Production can be
affected by such factors as permitting regulations and requirements, weather,
environmental factors, unforeseen technical difficulties, unusual or unexpected
geological formations and work interruptions. Short term factors, such as the
need for orderly development of deposits or the processing of new or different
grades, may have a material adverse effect on mining operations and on the

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results of operations. There can be no assurance that minerals
recovered in small scale laboratory tests will be duplicated in large scale
tests under on-site conditions or in production scale operations. Material
changes in reserves or resources, grades, stripping ratios or recovery rates may
affect the economic viability of projects. The estimated resources described in
this AIF should not be interpreted as assurances of mine life or of the
profitability of future operations. Estimated mineral resources and mineral
reserves may have to be re-estimated based on changes in applicable commodity
prices, further exploration or development activity or actual production
experience. This could materially and adversely affect estimates of the volume
or grade of mineralization, estimated recovery rates or other important factors
that influence mineral resource or mineral reserve estimates. Market price
fluctuations for gold, silver or base metals, increased production costs or
reduced recovery rates or other factors may render any particular reserves
uneconomical or unprofitable to develop at a particular site or sites. A
reduction in estimated reserves could require material write downs in investment
in the affected mining property and increased amortization, reclamation and
closure charges.

Mineral resources are not mineral reserves and
there is no assurance that any mineral resources will ultimately be reclassified
as proven or probable reserves. Mineral resources which are not mineral reserves
do not have demonstrated economic viability.

Enforcement of Civil Liabilities: As
substantially all of the assets of the Company and its subsidiaries are located
outside of Canada, and certain of the directors and officers of ITH are resident
outside of Canada, it may be difficult or impossible to enforce judgements
granted by a court in Canada against the assets of the Company or the directors
and officers of ITH residing outside of Canada.

Mining Industry is Intensely Competitive:
The Companys business of the acquisition, exploration and development of
mineral properties is intensely competitive. The Company may be at a competitive
disadvantage in acquiring additional mining properties because it must compete
with other individuals and companies, many of which have greater financial
resources, operational experience and technical capabilities than the Company.
The Company may also encounter increasing competition from other mining
companies in efforts to hire experienced mining professionals. Competition for
exploration resources at all levels is currently very intense, particularly
affecting the availability of manpower, drill rigs and helicopters. Increased
competition could adversely affect the Companys ability to attract necessary
capital funding or acquire suitable producing properties or prospects for
mineral exploration in the future.

ITH may be a passive foreign investment
company under the U.S. Internal Revenue Code, which may result in material
adverse U.S. federal income tax consequences to investors in Common Shares that
are U.S. taxpayers: Investors in Common Shares that are U.S. taxpayers
should be aware that ITH believes that it has been in prior years, and expects
it will be in the current year, a passive foreign investment company under
Section 1297(a) of the U.S. Internal Revenue Code (a PFIC). If ITH is or
becomes a PFIC, generally any gain recognized on the sale of the Common Shares
and any excess distributions (as specifically defined) paid on the Common
Shares must be rateably allocated to each day in a U.S. taxpayers holding
period for the Common Shares. The amount of any such gain or excess distribution
allocated to prior years of such U.S. taxpayers holding period for the Common
Shares generally will be subject to U.S. federal income tax at the highest tax
applicable to ordinary income in each such prior year, and the U.S. taxpayer
will be required to pay interest on the resulting tax liability for each such
prior year, calculated as if such tax liability had been due in each such prior
year.

Alternatively, a U.S. taxpayer that makes a
qualified electing fund (a QEF) election with respect to ITH generally will
be subject to U.S. federal income tax on such U.S. taxpayers pro rata share of
ITHs net capital gain and ordinary earnings (as specifically defined and
calculated under U.S. federal income tax rules), regardless of whether such
amounts are actually distributed by ITH. U.S. taxpayers should be aware,
however, that there can be no assurance that ITH will satisfy record keeping
requirements under the QEF rules or that ITH will supply U.S. taxpayers with
required information under

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the QEF rules, in event that ITH is a PFIC and a U.S. taxpayer
wishes to make a QEF election. As a second alternative, a U.S. taxpayer may make
a mark-to-market election if ITH is a PFIC and the Common Shares are
marketable stock (as specifically defined). A U.S. taxpayer that makes a
mark-to-market election generally will include in gross income, for each taxable
year in which ITH is a PFIC, an amount equal to the excess, if any, of (a) the
fair market value of the Common Shares as of the close of such taxable year over
(b) such U.S. taxpayers adjusted tax basis in the Common Shares.

Material Mineral Projects

***Livengood Project, Alaska***

Information in this AIF regarding the Livengood
project is based on information provided by the Livengood Report. The Livengood
Report provides documentation of the geological, operational, and resource
estimation procedures that have been undertaken by the Company as it continues
to advance the Livengood Project. The following summary is from the Livengood
Report and the detailed disclosure in the Livengood Report is incorporated into
this AIF by reference. Readers are encouraged to review the entire Livengood
Report, which is filed on SEDAR at www.sedar.com.

1.0 Introduction

The Livengood Report has been prepared to update the mining
configuration and Preliminary Economic Assessment (PEA) for the Livengood
Project to reflect recent information developed as part of the ongoing
Pre-feasibility Studies (PFS). The Livengood project is currently performing
exploration, resource definition and technical studies as part of the PFS which
is scheduled for completion in Q4 of 2011. A PEA was performed previously to
evaluate preliminary project concepts including possible mineralization
processing methods, estimates of capital and operating costs, and preliminary
surface mine design scenarios in November 2010. This update of the November 2010
technical report is based on the resource estimate updated August 22, 2011,
prepared from data to May 31, 2011 and based on other PFS technical information
as of August 1, 2011.

Field investigations at the Livengood property are ongoing,
with a total of 9 drilling rigs working at the site during the Summer 2011
program. Ongoing field data collection includes environmental baseline data
collection (water quality sampling, wildlife studies, air quality) and
meteorological sampling, geotechnical data collection for mine design, site
evaluation and geotechnical data collection for project infrastructure location,
groundwater hydrogeological testing, and rock geochemical characterization.
Drilling activities have been expanded to include district exploration and site
condemnation, as well as continuing the resource definition and infill drilling
at Money Knob. A 3D IP geophysical program to survey the Livengood District will
be completed in Q3 2011. The geologic database supporting the Livengood Report
is the 648 diamond and reverse circulation holes that had been drilled on the
property to May 31, 2011, and provided the basis for reporting an update of the
in-situ gold resource estimate.

The Livengood Report is the twelfth in the series of technical
reports and the eleventh that supports resource estimates which have been
regularly updated as new drill information has become available. The Livengood
Report describes the pre-feasibility concept based on a gravity-flotation-CIL
recovery method processing mineralized material recovered by surface mining.
Estimates of capital and operating cost, and a preliminary surface mine design
are included, along with the geological and resource estimation procedures that
have been undertaken by the Company. The updated mineral resource estimate
includes material in the measured, indicated and inferred classification based
on borehole data up to May 31, 2011. It does not include drill results from the
Copmpanys 2011 Summer drill program which is currently in progress.

All costs in the Livengood Report are reported in US Dollars.

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2.0 Description and Location

The Livengood property is located approximately 115 km
northwest of Fairbanks, Alaska in the Tolovana Mining District within the
Tintina Gold Belt. The project area is centered on Money Knob, a local
topographic high point. This feature and the adjoining ridge lines are the
probable lode gold source for the Livengood placer deposits which lie in the
adjacent valleys which have been actively mined since 1914 and have produced
more than 500,000 ounces of gold.

The Company controls 100% of its ~125 square kilometre
Livengood land package, which is made up of 115 Alaska State mining claims, fee
simple land leased from the Alaska Mental Health Land Trust, and four leases
with holders of state and federal patented and unpatented mining and placer
claims.

3.0 Accessibility, Climate, Local Resources, Infrastructure
and Physiography

Livengood is located approximately 115 km north of Fairbanks,
Alaska next to the Elliot Highway, a paved, all weather road linking the north
slope oil fields at Prudhoe Bay to southern Alaska. It is also adjacent to the
Alyeska Pipeline corridor, which transports crude oil from Prudhoe Bay south and
contains the fiber optic communications cable utilized at the Livengood site.

Topography at the site is eroded hills and valleys with
generally 200 m elevation difference. The valleys generally contain active
streams draining into the Tolovana River system to the west.

The site is approximately 65 km south of the Arctic Circle, and
has a subarctic climate with long, cold winters and short, warm summers. Annual
precipitation is roughly 41 cm. Average low temperatures in winter are -21 to
-28 degrees C, with records reaching as low as -55 degrees C.

The Fairbanks metropolitan area has a population of
approximately 98,000 people, and comprises the regional center with hospitals,
government offices, businesses and the University of Alaska, Fairbanks. The city
is linked to southern Alaska along a north-south transportation and utility
corridor that includes 2 paved highways, a railroad, an interlinked electrical
grid, and communications infrastructure. The city has a regional airport
serviced by up to 3 major airlines.

4.0 History

The property has been prospected and explored by several
companies and private individuals since the 1970s. Geochemical surveys by
Cambior in 2000 and AngloGold Ashanti (U.S.A.) Exploration Inc. (AGA) in 2003
and 2004 outlined a 1.6 x 0.8 km area with anomalous gold in soil. Scattered
anomalous samples continue along strike for an additional 5 km to the northeast
and 1.6 km to the southwest. Eight reverse circulation holes were drilled by AGA
in 2003 and a further 4 diamond core holes were drilled in 2004 to evaluate this
anomaly. Favourable results from these holes revealed wide intervals of gold
mineralization (BAF-7: 138.7m @ 1.07 g/t Au; MK-04-03: 55.3m @ 0.51 g/t Au)
along with lesser intervals over a broad area. Over the past 5 years,
exploration by ITH through its wholly owned Alaskan subsidiary, Talon Gold
Alaska, Inc., has evaluated this mineralization utilizing both RC drilling and
core drilling.

Beginning in 2009, technical studies have been performed to
generate metallurgical data for process definition, to generate preliminary
surface mine designs, and to develop pre-conceptual information on the location
and capacities of potential tailings management, overburden management, water
reservoir, and mill process facilities. Conceptual project configurations have
been generated from these studies which have been used as the basis for
projected operating and capital cost estimation. A PEA for a large

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surface mining and mill processing facility was generated to
update ITH information being developed for the current Pre-feasibility Study.

5.0 Geologic Setting and Mineralization

Rocks at Livengood are part of the Livengood Terrane, an
eastwest belt, approximately 240 km long, consisting of tectonically
interleaved assemblages of various ages. These assemblages include the Amy Creek
Assemblage, a sequence of latest Proterozoic and/or early Paleozoic basalt,
mudstone, chert, dolomite, and limestone. An early Cambrian ophiolite sequence
of mafic and ultramafic sea floor rocks was thrust over the Amy Creek Assemblage
and was, in turn, overthrust by a sequence of Devonian shale, siltstone,
conglomerate, volcanic, and volcaniclastic rocks, which are the dominant host to
the mineralization currently under exploration at Livengood. The Devonian
assemblage was overthrust by a second klippe of Cambrian ophiolite rocks. All of
these rocks are intruded by Cretaceous multiphase monzonitic and syenitic dikes
and sills. Gold mineralization is spatially and temporally associated with these
intrusive rocks.

Gold mineralization occurs in association with disseminated
arsenopyrite and pyrite in volcanic, sedimentary, and intrusive rocks, and in
quartz veins cutting the more competent lithologies, primarily volcanic rocks,
sandstones, and, to a lesser degree, ultramafic rocks. Three principal stages of
alteration are currently recognized, an early biotite stage, followed by
albite-quartz, and a late sericite-quartz assemblage. Carbonate appears to have
been introduced with and subsequent to these stages. Arsenopyrite and pyrite
were introduced primarily during the albite-quartz and sericite-quartz stages.
Gold correlates strongly with arsenic and occurs primarily within and on the
margins of arsenopyrite and pyrite.

Mineralization is interpreted as intrusion-related, consistent
with other gold deposits of the Tintina Gold Belt, and has a similar As-Sb
geochemical association. Mineralization is controlled partly by lithologic
units, but thrust-fold architecture was key to providing pathways for intrusive
and associated hydrothermal fluids.

Local fault and contact limits to mineralization have been
identified, but overall the deposit has not been closed off in any direction.
The current resource and area drilled covers the most significant portion of the
area with anomalous gold in surface soil samples, but still represents only
about 25% of the total gold-anomalous area.

6.0 Deposit Type

Among deposits of the Tintina Gold Belt, Livengood
mineralization is most similar to the dike and sill-hosted mineralization at the
Donlin Creek deposit, where gold occurs in narrow quartz veins associated with
dikes and sills of similar composition. The age of the intrusions and the
genetic link between the mineralization and intrusive rocks are typical of those
of other nearby gold deposits of the Tintina Gold Belt, which have been
characterized as intrusion-related gold systems and for these reasons Livengood
is best classified with them.

7.0 Exploration

Prior to ITH, several companies have explored the Livengood
area and identified a sizeable area of anomalous gold in soil samples, and
intervals of anomalous gold mineralization in drill holes. The Company advanced
the soil sampling coverage and undertook to drill surface geochemical anomalies
beginning in 2006. The Company has continued its exploration with step-out
drilling on a 75 m grid, and

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- 28 -

infilling the 75 m pattern in the core of the mineralized
areas. Infill and step out drilling in the resource area has continued in the
Summer 2011 drill program.

The Company has also implemented a district exploration
program, which includes core drilling in geochemical anomalies distal to the
resource area and condemnation drilling in potential infrastructure locations. A
3D IP survey has also been conducted during the Summer of 2011 to generate
targets over much of the district.

8.0 Drilling

The Company has conducted drilling campaigns on the Livengood
property since 2006. These programs initially identified mineralization in the
Core Zone and then identified the Northeast, Sunshine, and Southwest zones
through step out drilling and drill testing of areas with anomalous values in
surface soil samples.

Nearly all drill holes at Money Knob have been drilled in a
northerly direction at an inclination of -50° (RC) and -60° (core) in order to
best intercept the south dipping structures and mineralized zones as close to
perpendicular as possible. A few holes have been drilled in other directions to
test other features and aspects of mineralization. Most holes have been spaced
at 75m along lines 75m apart, subsequent infill drilling in the center of 75m
squares brings the nominal drill spacing to 50m for a significant portion of the
deposit.

Diamond core holes represent 16% of the total number of holes
drilled. Core is recovered using triple tube techniques to ensure good recovery
(>95%) and confidence in core orientation. The core is oriented using either
the ACTTM or the EZ MarkTM tools.

Reverse circulation holes are bored and cased for the upper
0-30m to prevent down hole contamination and to help keep the hole open for ease
of drilling at greater depths. Recovery of sample material from RC holes is done
via a cyclone and dry or wet splitter, according to conditions. Drill cuttings
are collected over the course of each 1.5 m (five-foot) interval and captured
for a primary sample, an equivalent secondary sample (Met sample) and a third
batch of chips for logging purposes.

In the deposit drill hole locations are determined by sub-meter
differential GPS surveys at the drill collar. The initial azimuth of drill hole
collars is measured using a tripod mounted transit compass in conjunction with a
laser alignment device mounted on the hole collar. Down hole surveys of core and
RC drill holes are completed using a Gyro-Shot survey instrument manufactured by
Icefield Tools Corporation. Results of surveys and duplicate tests show normal
minor deviation in azimuth and inclination for drill holes.

All RC samples are logged in on site, analyzed with a field
portable Thermo Fisher Scientific NITONTMXRF before being sealed in
super sacks and delivered to ALS Chemex in Fairbanks for preparation. Detail
logging and mark-up of core is done at the Livengood camp. Core is sawed in half
and bagged according to geologic intervals up to 1.5m and sealed in super sacks
for delivery to ALS Chemex in Fairbanks.

Samples are analyzed by standard 50g fire assay for the gold
determinations. All core samples and select RC drilling samples are also
submitted for multi-element ICP-MS analyses using a 4 acid digestion technique.
All RC samples are analyzed on site for trace elements using a Thermo Fisher
Scientific NITONTM portable XRF before shipment to the laboratory.

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- 29 -

9.0 Sample Preparation, Analyses and Security

The Company samples all holes from surface to total depth,
using defined procedures. For RC samples, pulverized material is passed through
a cyclone to separate solids from drilling fluids, then over a spinning conical
splitter. The splitter is set to collect two identical splits of sample weighing
2-5 kg each. Representative coarse material is collected and saved in chip trays
for geological description. Samples are put in pre-numbered, bar-coded bags by
the drill site crew. One sample is submitted for analysis, and one sample is
kept for reference. Samples are secured on site, and transported to a sample
preparation facility operated by ALS Chemex in Faribanks.

Core materials are collected at the drill site and placed in
core boxes. Run blocks, orientation blocks and depths are placed in the boxes at
site. The core is transported to a sample management facility at Livengood,
where it is described, then sawn in half. Half of the core is collected for
assaying and half remains for reference. Core samples are weighed before
shipping.

The QA/QC program implemented by the Company meets or exceeds
industry standards. A QA/QC program includes insertion of blanks and standards
(1/10 samples) and duplicates (1/20 samples). Blanks help assess the presence of
any contamination introduced during sample preparation and help calibrate the
low end of the assay detection limits. Commercial standards are used to assess
the accuracy of the analyses. Duplicates help assess the homogeneity of the
sample material and the overall sample variance. The Company has undertaken
rigorous protocols to assure accurate and precise results. Among other methods,
weights are tracked throughout the various steps performed in the laboratory to
minimize and track errors. A group of 2096 metallic screen fire assays performed
in 2011 did not indicate any bias in the matching fire assays.

Data entry and database validation procedures have been checked
and found to conform to industry practices. Procedures are in place to minimize
data entry errors. These include pre-numbered, pre-tagged, bar-coded bags, and
bar-coded data entry methods which relate all information to sample and drill
interval information. Likewise, data validation checks are run on all
information used in the geologic modeling and resource estimation process.
Database entries for a random sample (10%) of drill holes used for the resource
estimate were checked against the original Assay Certificates by one of the
independent authors of the Livengood Report and the error rate was found to be
within acceptable limits.

Analysis of assay data from core and RC sampling has been
performed to check for downhole contamination of RC and to compare the data
distributions produced by the two methods. Analysis of RC data has not indicated
cyclic down hole contamination. Decay analysis conducted on both core drilling
and RC drilling indicates similar patterns of monotonic grade increase or
decrease. Comparison of the grade distributions between core and RC data were
conducted using Quantile-Quantile plots, and simulation of population means for
different numbers of samples. The comparison indicated that the mean of all core
data was 4% lower than RC data. Comparison of core and RC data below the water
table showed similar population means suggesting that down hole contamination
was not occurring.

10.0 Data Verification

Core and RC check samples have been collected during each
drilling campaign by independent third parties. Results from these samples, as
well as blanks and standards included, are consistent with the Companys initial
results. This includes a similar increase in variance for samples at higher
grades, a pattern consistent with nugget effect. No systematic high or low bias
has been observed.

The Summer 2011 drilling includes three separate programs to
develop data on grade continuity at reduced drill spacing, and on precision of
grade estimation using both core and RC data. Two cross patterns are being
drilled with spacing reduced to 15 m along the primary grid axes to evaluate
grade continuity between holes. A block of approximately 9 million tonnes is
being drilled with equal numbers

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- 30 -

of RC and core holes, drilled with 2 different orientations.
This block will allow the evaluation of the precision of resource modeling at
different data densities and with different types of sampling.

11.0 Mineral Processing and Metallurgical Testing

The Company has undertaken metallurgical and processing test
work to determine optimal recoveries using numerous conventional flow sheets:
including milling with gravity, flotation, and Carbon in Leach (CIL) or
gravity and CIL of the gravity tails, and heap leaching. Current test work
focuses on determining the best means of optimizing these combined recovery
methods. This work involves studies that evaluate how gold mineralization occurs
and how the mineralized materials vary in their physical and metallurgical
response to process treatment parameters according to the various lithologic
units that host mineralization. The characteristics under review include
grindability, abrasiveness, optimal particle size for downstream treatment, and
response to leach, flotation, or gravity unit operations as a function of
oxidation and lithology.

Specific metallurgical characteristics, identified in the
testing programs to date, have shaped the processing strategies used as the
basis for the PEA and assumed project configuration. These important
metallurgical findings are:

| | 1) | variable metallurgy (chemical and physical properties),
      depending upon mineralization type, degree of oxidation, amount of organic
      carbon, etc.;                                                                                                              
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2) | identification of mineralization types that are amenable
      to simple cyanide leaching process techniques such as heap leaching in
      conjunction with a carbon in column adsorption plant (CIC), particularly
      oxidized and partially oxidized mineralization;
| | 3) | identification of sediment-hosted mineralization that
      contains organic preg-robbing carbon that will require CIL process
      techniques;                                                                                                                        
| | 4) | higher recoveries for most mineralization types using
      gravity separation in combination with downstream CIL and/or flotation
      separation techniques; and                                                                                                       
| | 5) | lower recoveries for mineralization types with arsenic
      association.                                                                                                                                                                                                 

Specific observations about metallurgical performance are
listed in the following:

- Most Livengood mineralization could be considered moderately soft to
  medium hard in hardness with an average Bond Ball Work index of 15.8. The
  mineralization varied significantly in hardness, with Bond Ball Work indices
  varying from a minimum of 11.1 to a maximum of 19.1.
- The majority of the mineralization would be considered non-abrasive, with
  an average Abrasion Index of 0.0809. The mineralization type abrasion
  characteristics varied significantly from 0.0023 to 0.2872.
- All of the Livengood mineralization types respond to cyanide leaching to
  some degree.
- Some of the unoxidized mineralization with organic carbon has active or
  preg- robbing carbon.
- The effect of leach times on gold recovery and gravity concentration
  results indicate some of the mineralization contains coarse gold.
- Gold recovery at 10 mesh particle size on some of the mineralization types
  exceeded 90 percent.
- Gold recovery on some of the mineralization types, but not all, is
  improved with finer grinding. A grind size where 80 percent (p80) of the
  particles are smaller than 200 mesh (74 microns) has been tested to date.

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- 31 -

- The leaching of flotation concentrates, in preliminary tests, shows
  variable results depending on the mineralization type and the amount of
  arsenopyrite present.
- Fine grinding of flotation concentrates to less than 20 microns, in
  preliminary tests, does not significantly improve CIL gold recovery from this
  material.
- Initial flotation and gravity concentration tests indicate the combined
  processes exceed 90% gold recovery to the concentrates.
- The degree of oxidation of the mineralization, as observed by the
  geologists, has a marginal impact on the gold recovery.
- Differences in gold recovery between cyanide shake leach tests, bottle
  roll leach tests, and Carbon-in-Leach tests suggest organic carbon in the
  mineralization is active to varying degrees in some of the mineralization
  types, particularly the un-oxidized portions of those mineralization types.
- The gold is often associated with sulfides, but this mineralization would
  not be classified as a sulfide refractory type.

12.0 Resource Estimation

The Livengood Report presents a global mineral resource
estimate updated from the April 2011 estimate. The resource model was
constructed using Gemcom GEMS® and the Stanford GSLIB (Geostatistical
Software Library) MIK post processing routine. The resource was estimated using
Multiple Indicator Kriging techniques.

Model parameters include, among others, two oxidation
indicators and a single lithology indicator for each minor lithology. A
three-dimensionally defined lithology model, based on interpretations by ITH
geologists, was used to code the rock type block model. A three-dimensionally
defined probability grade shell (0.1 g/t) was used to constrain the gold
estimation. Gold contained within each block was estimated using nine indicator
thresholds. The block model was tagged with the geologic model using a block
majority coding method. Because there are significant grade discontinuities at
lithologic contacts, hard boundaries were used between each of the lithologic
units so that data for each lithology was used only for that unit.

A summary of the estimated global (in-situ) mineral resource is
presented below for cutoff grades of 0.2, 0.3, 0.5, and 0.7 g/t gold.

Model validation checks include global bias check, visual
validation, and swath plots. In all cases, the model appears to be unbiased and
fairly represent the drilling data.

Table1Global Resource
Estimation Summary- August 2011

Classification
    Au Cutoff
      (g/t)
    Tonnes
      (millions)
    Au (g/t)
    Million Ounces AuMeasured
    0.20
    742
    0.54
    12.8Indicated
    0.20
    322
    0.47
    4.8Inferred
    0.20
    447
    0.42
    6.1Measured
    0.30
    562
    0.63
    11.4Indicated
    0.30
    216
    0.58
    4.0Inferred
    0.30
    279
    0.53
    4.8Measured
    0.50
    298
    0.84
    8.0Indicated
    0.50
    96
    0.81
    2.5Inferred
    0.50
    102
    0.79
    2.6


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Measured
    0.70
    149
    1.09
    5.2Indicated
    0.70
    42
    1.10
    1.5Inferred
    0.70
    39
    1.10
    1.4


Economic testing of the global mineral resource has been
performed using Whittle mine optimization to generate a surface mining shell
defined at a long term gold price of $US 1,400 per ounce. Based on this mine
optimization, the surface mining mineral resource at the Money Knob deposit is
listed in Table 1.2.

Table2 Surface Mine Mineral Resource
defined at US $1,400 per Au ounce.

Classification
      Au Cutoff (g/t)
      Tonnes (millions)
      Au (g/t)
      Million Ounces AuMeasured
    0.22*
    676
    0.56
    12.2Indicated
    0.22*
    257
    0.52
    4.3M&I
    0.22*
    933
    0.55
    16.5Inferred
    0.22*
    257
    0.50
    4.1


*- Cutoff grade* is average for variable processing costs and
recoveries.

Based on the study herein reported, delineated mineralization
of the Livengood Deposit is classified as a resource according to the following
definitions from NI 43-101 and from CIM (2005):

In this Instrument, the terms "mineral resource", "inferred
mineral resource", "indicated mineral resource" and "measured mineral resource"
have the meanings ascribed to those terms by the Canadian Institute of Mining,
Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources
and Mineral Reserves adopted by CIM Council, as those definitions may be
amended. Due to the uncertainty that may be attached to Inferred Mineral
Resources, it cannot be assumed that all or any part of an Inferred Mineral
Resource will be upgraded to an Indicated or Measured Mineral Resource as a
result of continued exploration. Confidence in the estimate is insufficient to
allow the meaningful application of technical and economic parameters or to
enable an evaluation of economic viability worthy of public disclosure. Inferred
Mineral Resources must be excluded from estimates forming the basis of
feasibility or other economic studies.

Mineralization may be classified as an Indicated Mineral
Resource by the Qualified Person when the nature, quality, quantity and
distribution of data are such as to allow confident interpretation of the
geological framework and to reasonably assume the continuity of mineralization.
The Qualified Person must recognize the importance of the Indicated Mineral
Resource category to the advancement of the feasibility of the project. An
Indicated Mineral Resource estimate is of sufficient quality to support a
Preliminary Feasibility Study which can serve as the basis for major development
decisions.

Mineralization or other natural material of economic
interest may be classified as a Measured Mineral Resource by the Qualified
Person when the nature, quality, quantity and distribution of data are such that
the tonnage and grade of mineralization can be estimated to within close limits
and that variation from the estimate would not significantly affect potential
economic viability. This category requires a high level of confidence in, and
understanding of the geology and controls of the mineral deposit.

The current basis of project information is not
sufficient to convert the in-situ mineral resources to mineral reserves, and
mineral resources that are not mineral reserves do not have demonstrated
economic viability.

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- 33 -

13.0 Mineral Reserve Estimates

Mineral reserves have not been estimated for Livengood, because
the project does not currently meet the minimum requirement of a completed PFS.

14.0 Mining Methods

The project configuration assumes a large scale surface mining
operation using drill-blast-load-haul mining techniques. Major material handling
was assumed to be based on hydraulic excavators with 34 cubic meter buckets and
220 tonne capacity haul trucks. Peak mining rates are 75 million tonnes of
material, to sustain an annual throughput of 33.2 million tonnes of mineralized
material at the processing plant. The total production rates in early years
allow stockpiling of lower grade mineralized material to allow streaming of
higher grade materials to the process plant.

The mine life is projected to be 23 years to support a mill
throughput of 91,000 tonnes per day. Total mine production of mineralized
material is projected to be 750 Mt with 892 Mt of overburden material. The strip
ratio would be 1.19 overburden material to mineralized material. The mineralized
material would be comprised of measured, indicated and inferred classifications
in the proportions of 60%, 24%, and 16%, respectively.

Initial pioneering for the surface mine is assumed to start
with the initiation of construction at the site to provide borrow material for
construction of the tail dam. Minor production of mineralized material would
begin in the second year of construction, and then ramp up to deliver 22.5 Mtpa,
31.6 Mtpa and 32.6 Mtpa in production years 1, 2 and 3, respectively. Full
capacity would be achieved in year 4.

15.0 Recovery Methods

Preliminary processing assumptions are based on a flow sheet
that assumes a gravity gold circuit, followed by flotation to produce a
concentrate. Gold would be recovered from the concentrate using carbon-in-leach
cyanide leaching.

A single train plant is assumed with run-of-mine (ROM)
mineralized material delivered to a primary gyratory crusher, which would feed a
coarse stockpile. Coarse mineralized material would be reclaimed by apron
feeders discharging onto a SAG mill feed conveyor. A grinding circuit would
include a single SAG mill feeding two ball mills in parallel.

The ground, mineralized material would be routed through a
gravity circuit producing a rougher concentrate, which would be cleaned to
produce a gravity concentrate and gravity middlings. The gravity cleaner
concentrate would be processed in a gold refinery to produce dore'. Gravity
rougher tail would be returned to the grinding circuit, after a cyclone
separation of the fine fraction which would go to flotation directly.

Ground mineralized material, after removal of the gravity
recoverable gold, would go to a flotation cell where a rougher concentrate would
be created, which combined with the gravity middlings would be reground and then
leached in a CIL circuit to recover the contained gold. The CIL circuit would
produce a loaded carbon which would be acid washed, stripped of gold and then
reactivated for reuse. The refinery would use electrowinning to recover the
gold, which would then be refined to produce a dore'.

The plant throughput would be controlled by the SAG milling
capacity. Estimated gold recoveries have been based on the existing test work
and industry experience, and varies between 58-94 % for the different
lithologies and oxidations.

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- 34 -

Projected metallurgical recoveries for each lithologic unit
have been estimated from the currently existing metallurgical test data. These
estimates have been used as the basis of the mine optimization work, but have
been increased by an additional 4 percentage points in the economic analysis to
account for anticipated improvements that may be possible with further process
optimization. Average recovery in the mine optimization output was 77.6%, but
has been increased to 81.6% in the economic analysis. This projected improvement
in recovery is based on previous experience of the Qualified Person in process
testing and plant optimization.

16.0 Project Infrastructure

Alaska infrastructure has been developed in a north-south
corridor between ports on the south coast (Anchorage, Valdez and others) and
Fairbanks in the center of the State. This includes communications, paved
highways, railroad, railbelt electrical grid, and major airports. The
metropolitan area around Fairbanks has a population of approximately 98,000
people.

The paved, all weather Elliot Highway runs north from Fairbanks
to the North Slope oilfields at Prudhoe Bay, and passes within several
kilometers of the Money Knob deposit. Communications infrastructure (fibreoptic)
has been extended to the North Slope along the Alyeska Pipeline, which parallels
the Elliot Highway and passes just west of Livengood.

In preliminary, nonbinding discussions, the local utility in
Fairbanks (Golden Valley Electrical Association) has indicated that 80-100 MW of
power could be available to the Livengood Project. Livengood would be connected
to the local grid by building a 64 km 230- kVA line along the pipeline corridor.
Environmental baseline studies required for the electrical line construction
were begun in 2011.

The development of site layout plans is underway as part of the
PFS. Primary infrastructure requiring construction at Livengood would be the
process plant, tail pipeline, electrical line, mine shops and buildings, and
site roads. Alternative sites have been investigated along the northern side of
the ridge containing the Money Knob deposit for the process plant, overburden
management facility and tail storage facility. A historical dam site, used to
store water for placer mining operations, is being investigated for water
storage.

17.0 Market Studies and Contracts

The market for gold is global in nature and is unlikely to be
unaffected by production from the Livengood Project. There are several large
third party gold refineries with well established industry relationships in
North America. Among the more notable ones are:

- Metalor; North Attleboro, Massachusetts
- Johnson Matthey; Salt Lake City, Utah
- Canadian Mint; Ottawa, Ontario

The Company has not contacted any of the aforementioned
companies for competitive treatment bids, rather utilizing industry averages for
this stage of development.

18.0 Environmental Studies, Permitting and Social and
Community Impacts

Based on review of the studies completed to date, there are no
known environmental issues that are anticipated to materially impact the
Livengood Projects ability to extract the gold resource. The

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- 35 -

Company has been conducting environmental baseline studies at
the Livengood Project since 2008. The environmental baseline programs conducted
or currently underway at Livengood include:

- surface water quality and hydrology;
- groundwater hydrogeology;
- wetlands extent and characteristics;
- meteorology and air quality;
- aquatic life and resources;
- wildlife;
- cultural resources;
- and, rock geochemical characteristics.

A site-specific monitoring plan and water management plan for
both operations and post mine closure will be developed in the future in
conjunction with detailed engineering and project permit planning. Since
development of the Livengood Project will require a number of US Federal
permits, the National Environmental Policy Act (NEPA) and Council of
Environmental Quality (CEQ) Regulations 40 CFR parts 1500-1508 will govern the
federal permitting portion of the Livengood Project. In fulfillment of the NEPA
requirements, the Livengood Project will be required to prepare an Environmental
Impact Statement (EIS). Although at this time it is unknown which department
will become the lead federal agency, the State of Alaska is expected to take a
cooperating role to coordinate the NEPA review with the State permit process.

Actual permitting timelines are controlled by the US Federal
NEPA review and US Federal and State agency decisions.

The Livengood Project is located 115 km northwest of Fairbanks,
Alaska and approximately 65 km north of the boundary of the Fairbanks North Star
Borough, in an unincorporated area of the State and encompasses a combination of
State of Alaska mining claims, State of Alaska Mental Health Trust lands,
private lands, and federal mining claims. While the old mining town of Livengood
no longer has year round residents or an organized government, there are
approximately 15 residents living on remote homesteads on the road system within
a 15 km radius of the Livengood Project. The nearest community is the village of
Minto, a town of 200 located approximately 65 km southwest by road from the
Livengood Project. Thus, while the local residents and the community of Minto
are important stakeholders in the region and to the Livengood Project, there are
no municipal or community agreements required for the Livengood Project.

19.0 Capital and Operating Costs

Capital cost estimates have been developed from evaluation of
the project configuration based on surface mining with a 91,000 tonne/day
processing plant. The Company engaged MTB Project Management Professionals, Inc.
to review capital cost that had been prepared in previous PEA estimates, make
appropriate adjustments, prepare capital estimates, develop a work breakdown
structure (WBS) for the capital cost, and develop an execution schedule for
the capital expenditures, based on the scope of work as defined as of July 2011.
Also, a sustaining capital cost estimate was to be prepared.

The capital cost scope was developed to a WBS. This WBS was
developed from several historical projects of similar scope. The capital
components of the estimate were allocated into two major groupings:

- Initial capital

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- 36 -

- Sustaining capital cost for both incremental capital and replacement
  capital.

Costs were defined by the preproduction milestone schedule,
with an approved feasibility study initiating the start of the capital cost
being incurred; costs prior to the approved feasibility study were considered to
be sunk costs. Initial capital cost was defined as all cost incurred before
startup, which is when the first mineralized material is discharged into the
primary crusher. Production year +1 begins at startup and defines operating
cost.

The capital cost summary is as follows:

Initial Capital
      Cost
    $1,614 millionLOM Sustaining Capital Cost
    $585
      millionContingency included in initial capital
      cost
    $323 million


Project operating costs are based on comparison to similar
mining operations in Alaska and the USA. Table 1.3 lists the operating cost
assumptions used in the economic analysis.

Table3 Operating Cost Assumptions

Operating area
      $/tonne processed
      $/tonne mined
      $/ozMining
      $ 3.87
      $ 1.77
      $ 218Processing
      $ 6.81
      -
      $ 395Administration
      $ 0.81
      -
      $ 47Refining and Transportation
      $ 0.08
      -
      $4.73Reclamation
      $ 0.07
      -
      $ 4.16Royalty @ 2.5%
      $0.47
      
      $27.50Total
      $ 12.12
      --
      $ 696


20.0 Economic Analyses

A pre-tax, 100% equity economic analysis has been performed
based on the following assumptions:

- Long term gold price of $1,100 per ounce in constant US dollars;
- US dollar terms (Exchange rate of US $1.00 = CAD $1.01)
- No cost escalation or inflation has been provided for
- Annual discount rate of 5%, as well as undiscounted cash flow and
  alternative annual discount rates of 7.5% and 10.0%.
- All cost prior to construction engineering, long lead item ordering and
  construction start up are considered sunk costs.

Under these assumptions, the Livengood Project is projected to
have an Internal Rate of Return (IRR) of 14.1%, an undiscounted cash flow of US
$3.41 B, and an NPV @ 5% of $1.24 B. Key economic performance parameters are
listed in Table 1.4.

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- 37 -

Table 1.4 Projected Key economic performance parameters at
a long term gold price of US $1,100 per ounce.

EconomicsIRR
      
      
      
      
      14.14%NPV*
      
      0.00%
      
      $
      3,109,058NPV*
      
      5.00%
      
      $
      1,241,153NPV*
      
      7.50%
      
      $
      734,472NPV*
      
      10.00%
      
      $
      380,496Summary StatisticsInitial Capex
      
      
      
      $
      1,613,805Sustaining Capex
      
      
      
      $
      584,658Gold
        recovered-oz
      
      
      
      
      12,924,668Cash
        operating cost/oz
      
      
      
      $
      696Total cost/oz**
      
      
      
      $
      859Stripping ratio
      
      
      
      
      1.19LOM mill Au recovery
      
      
      
      
      81.6%


* - 000' $ US

Projected annual gold production and annual cash cost per Au
ounce are shown graphically in Figure 1.1 for the life-of-mine (LOM).
Sensitivities to gold price, recovery, opex and capes variations are listed in
Tables 1.5, 1.6, 1.7 and 1.8, respectively.

Figure 1.1 Projected annual gold production and annual
cash cost per produced Au ounce for the LOM.



---

- 38 -

Table 1.5 Variation of Projected Livengood Project IRR and
NPV (000' US $) for a gold price range of US $800 -$1,700.

Gold Price

Change
    IRR
    NPV 0%
    NPV 5%
    NPV 7.5%
    NPV 10%800
    -6.7%
    $ (654,735)
    $ (816,710)
    $ (857,480)
    $ (882,725)900
    3.7%
    $ 599,863
    $ (130,756)
    $ (326,829)
    $ (461,652)1000
    9.5%
    $ 1,854,461
    $ 555,198
    $ 203,821
    $ (40,578)1100
      14.1%
      $ 3,109,058
      $ 1,241,153
      $ 734,472
      $ 380,4961200
    18.2%
    $ 4,363,656
    $ 1,927,107
    $ 1,265,123
    $ 801,5701300
    22.0%
    $ 5,618,253
    $ 2,613,061
    $ 1,795,774
    $ 1,222,6441400
    25.5%
    $ 6,872,851
    $ 3,299,016
    $ 2,326,425
    $ 1,643,7181500
    28.8%
    $ 8,127,448
    $ 3,984,970
    $ 2,857,075
    $ 2,064,7911600
    32.0%
    $ 9,382,046
    $ 4,670,924
    $ 3,387,726
    $ 2,485,8651700
    35.1%
    $ 10,636,643
    $ 5,356,879
    $ 3,918,377
    $ 2,906,939


Table 1.6 Variation of Projected Livengood Project IRR and
NPV (000' US $) for process recovery change of 85-115% of the base assumption
(81.6%) .

Process recovery

Change
    IRR
    NPV 0%
    NPV 5%
    NPV 7.5%
    NPV 10%15%
    20.7%
    $ 5,179,144
    $ 2,372,977
    $ 1,610,046
    $ 1,075,26810%
    18.6%
    $ 4,489,115
    $ 1,995,703
    $ 1,318,188
    $ 843,6775%
    16.4%
    $ 3,799,087
    $ 1,618,428
    $ 1,026,330
    $ 612,0870%
      14.1%
      $ 3,109,058
      $ 1,241,153
      $ 734,472
      $ 380,496-5%
    11.7%
    $ 2,419,029
    $ 863,878
    $ 442,614
    $ 148,905-10%
    9.0%
    $ 1,729,001
    $ 486,603
    $ 150,756
    $ (82,685)-15%
    6.0%
    $ 1,038,972
    $ 109,328
    $ (141,102)
    $ (314,276)


Table 1.7 Variation of Projected Livengood Project IRR and
NPV (000' US $) for change in Opex of 85-115% of the base assumption.

Opex

Change
    IRR
    NPV 0%
    NPV 5%
    NPV 7.5%
    NPV 10%15%
    9.6%
    $ 1,815,100
    $ 554,864
    $ 210,542
    $ (30,494)10%
    11.2%
    $ 2,246,419
    $ 783,627
    $ 385,186
    $ 106,5035%
    12.7%
    $ 2,677,739
    $ 1,012,390
    $ 559,829
    $ 243,4990%
      14.1%
      $ 3,109,058
      $ 1,241,153
      $ 734,472
      $ 380,496-5%
    15.5%
    $ 3,540,377
    $ 1,469,916
    $ 909,115
    $ 517,493-10%
    16.8%
    $ 3,971,697
    $ 1,698,679
    $ 1,083,759
    $ 654,490-15%
    18.0%
    $ 4,403,016
    $ 1,927,442
    $ 1,258,402
    $ 791,486


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- 39 -

Table 1.8 Variation of Projected Livengood Project IRR and
NPV (000' US $) for change in Capex of 85-115% of the base assumption (81.6%) .

Capex

Change
    IRR
    NPV 0%
    NPV 5%
    NPV 7.5%
    NPV 10%15%
    11.5%
    $ 2,804,541
    $ 983,139
    $ 493,698
    $ 154,15710%
    12.3%
    $ 2,906,047
    $ 1,069,143
    $ 573,956
    $ 229,6035%
    13.2%
    $ 3,007,553
    $ 1,155,148
    $ 654,214
    $ 305,0500%
      14.1%
      $ 3,109,058
      $ 1,241,153
      $ 734,472
      $ 380,496-5%
    15.2%
    $ 3,210,564
    $ 1,327,157
    $ 814,730
    $ 455,943-10%
    16.3%
    $ 3,312,069
    $ 1,413,162
    $ 894,988
    $ 531,389-15%
    17.5%
    $ 3,413,575
    $ 1,499,167
    $ 975,246
    $ 606,836


21.0 Other Relevant Data and Information

No additional information or explanation is known by the
authors of the Livengood Report to be necessary to make the technical report
understandable and not misleading.

22.0 Interpretation and Conclusions

A PFS for the Livengood mineral resource is currently underway.
The Livengood Report provides an update of the anticipated project
configuration, and an overview of the geological, exploration, metallurgical
test work, process plant and infrastructure engineering, and surface mine
planning work that has been completed to date. A PEA of the updated
configuration has been developed which is based on a surface mining operation
supplying mineralized material to a processing plant with average throughput of
91,000 tonnes per day. The processing plant would produce gravity and flotation
concentrates with gold recovered by Carbon-in-Leach processing of the
concentrates. The PEA addresses the basic framework of how gold mineralization
will be mined, mineralized material processed, and recovery achieved.

The interpretation and conclusions supplied in the Livengood
Report are preliminary and are provided for the purposes of updating information
about ITHs progress in the PFS since the issuance of the November 2010
technical report. The information is subject to revision prior to its
incorporation into the final PFS document.

23.0 Recommendations

The Company will continue its investigations and studies at
Livengood with a projected FY 2011-2012 budget of US$ 68.1M ($67M CAD). The
continuing PFS work accounts for approximately 75% of the expenditure, with the
remaining 25% allocated to start up of the preparations for permit submittal and
start up of feasibility engineering.

During the Summer 2011 field program, completion of several
studies to demonstrate grade continuity and confirm precision of modeling with
increased drill density will provide important verification of the resource
estimation.

The PEA is preliminary in nature, and is based on forward
looking technical and economic assumptions which will be evaluated in the
Pre-feasibility Study. The PEA is based on the Livengood in-situ resource model
(August 2011, effective date of May 31, 2011) which consists of material in the
measured, indicated and inferred classification. Inferred mineral resources are
considered too speculative geologically to have technical and economic
considerations applied to them. The current basis of project information is not
sufficient to convert the in-situ mineral resources to mineral reserves, and
mineral resources that are not mineral reserves do not have demonstrated
economic

---

- 40 -

viability. Accordingly, there can be no certainty that
the results estimated in the PEA will be realized. The PEA results are only
intended as an initial, first-pass review of the potential project economics
based on preliminary information.

Planned Activities

The Livengood Summer 2011 drill program began June 1st
and includes exploration drilling for district-wide investigations, resource
definition drilling in the Money Knob deposit, and condemnation/geotechnical
characterization drilling for infrastructure location and design. The
district-wide exploration will include 10,000 metres of helicopter supported
core drilling, 3,750 m of which is exploration with the remainder having the
dual purpose of exploration/condemnation. Resource definition drilling at Money
Knob includes close-spaced drilling in locations to test the continuity of
mineralization down to a 15 m spacing, and the testing of a 9 million tonne
block with 50 holes distributed equally between core and RC drilling methods
with two different hole orientations. Total drilling is estimated to be 23,000
metres for completion of the PFS investigations in 2011. A group of deep
hydrologic monitoring and testing wells has been drilled into the surface mine
area for advanced characterization of ground water effects on slope stability.

The district-wide exploration program also includes 130,000
line-km of 3D IP geophysical surveys, covering the Money Knob deposit and
extending coverage over the entire mineralized trend as indicated by drilling
and surface soil sampling. This survey will generate subsurface structural
information to help target future exploration drilling.

Completion of the PFS is scheduled for Q4 of 2011. The
project configuration was specified in June 2011, allowing design of the process
facilities and infrastructure elements to proceed. Data collected in the
condemnation and geotechnical drilling program are the basis for fixing the
locations for the primary crusher, process plant, overburden management
facility, tails storage facility and water storage reservoir. Design of these
facilities will take place August  September, 2011.

Extensive metallurgical testing is ongoing, and
will continue throughout the fiscal year 2011-2012. Initial tests to support the
PFS specification of the gravity-flotation-CIL process flow sheet were completed
in August. Gold deportment studies have been performed to support the process
design, as well as comminution test work. An extensive series of column leach
test work is ongoing and scheduled to complete in Q4 of 2011. These data will
support the assessment of the potential to heap leach marginal grade ore
produced by the surface mine. Further metallurgical testing to support
optimization of the process flow sheet and refine the estimates of metallurgical
recovery will include lock-cycle testing, additional gold deportment, HPGR
characterization and pilot plant tests. This advanced testing will be scoped in
Q3 2011 and composite samples will be prepared in Q4 2011 from drill samples
produced in the Summer drilling program.

Baseline environmental data collection programs
continued in the Summer 2011 field program. This includes surface water quality
and quantity sampling, fish tissue sampling, wildlife characterization,
meteorological and air quality sampling, wetlands characterization, and
antiquities surveys. Groundwater quality is also being sampled, and groundwater
monitoring wells have been constructed in the Summer 2011 field program.
Baseline data collection was extended to the power line right-of-way, in
preparation for design and permitting for extension of the power line from the
Fairbanks area.

Beginning in 2012, the program will initiate the
Front-end Loading process during which the project configuration and design will
be refined, with the objective of entering the permitting process. This work
will provide the basis to plan the Winter 2012 field program, which will focus
on filling data

---

- 41 -

gaps identified in the PFS. The design basis will be improved
to support Feasibility Studies. Baseline environmental work will continue, and
community outreach programs will be expanded.

**ITEM
6:**          **DIVIDENDS**

There are no restrictions which prevent ITH from paying dividends.
ITH has not paid any dividends in the last three fiscal years. ITH has no
present intention of paying any dividends, as it anticipates that all available
funds will be invested to finance the growth of its business. The Board will
determine if and when dividends should be declared and paid in the future, based
on ITHs financial position at the relevant time.

**ITEM
7:**          **DESCRIPTION OF CAPITAL STRUCTURE**

General Description of Capital Structure

The authorized capital of ITH is 500,000,000 Common Shares, of which
86,648,919 were issued as at May 31, 2011 and 86,683,919 were issued as at
August 26, 2011. The holders of Common Shares are entitled to receive notice of
and attend all meetings of shareholders, with each Common Share held entitling
the holder to one vote on any resolution to be passed at such shareholder
meetings. The holders of Common Shares are entitled to dividends if, as and when
declared by the Board. The Common Shares are entitled, upon liquidation,
dissolution or winding up of ITH, to receive the remaining assets of ITH
available for distribution to shareholders.

Shareholders Rights Plan

On August 25, 2009, the Board adopted a
Shareholders Rights Plan (SRP), to become effective at 12:01 a.m. on August
26, 2009, subject to shareholder approval being obtained on or before February
26, 2010 (obtained on October 15, 2009).

The purpose of the SRP is to provide shareholders and the
Board with adequate time to consider and evaluate any unsolicited bid made for
the Company, to provide the Board with adequate time to identify, develop and
negotiate value-enhancing alternatives, if considered appropriate, to any such
unsolicited bid, to encourage the fair treatment of shareholders in connection
with any take-over bid for the Company and to ensure that any proposed
transaction is in the best interests of the Company's shareholders.

The rights issued under the SRP will become exercisable only if a
person, together with its affiliates, associates and joint actors, acquires or
announces its intention to acquire beneficial ownership of shares which, when
aggregated with its current holdings, total 20% or more of the Companys
outstanding Common Shares (determined in the manner set out in the Shareholder
Rights Plan), other than by a Permitted Bid. Permitted Bids must be made by way
of a take-over bid circular prepared in compliance with applicable securities
laws and, among other conditions, must remain open for 60 days. If a take-over
bid does not meet the Permitted Bid requirements of the SRP, the rights will
entitle shareholders, other than any shareholder or shareholders making the
take-over bid, to purchase additional Common Shares at a substantial discount to
the market price of the Common Shares at that time.

Constraints

There are no constraints imposed on the ownership
of Common Shares to ensure that ITH has any required level of Canadian
ownership.

**ITEM
8:**          MARKET
FOR SECURITIES

The Common Shares are listed and posted for trading on the TSX (symbol
ITH), on the NYSE-A (symbol THM), and on the Frankfurt Stock Exchange
(symbol IW9).

---

- 42 -

Trading Price and Volume

The following table provides information as to the high, low
and closing prices of the Common Shares on the TSX during the 12 months of the
most recently completed financial year and the 3 months since the most recent
financial year end, as well as the volume of shares traded for each month:

Month
    High ($)
    Low ($)
    VolumeAugust 1 to 26, 2011
    8.45
    6.49
    2,788,210July, 2011
    8.00
    7.03
    2,502,262June, 2011
    8.24
    6.25
    3,094,555May, 2011
    9.08
    7.60
    1,878,222April, 2011
    10.05
    8.71
    2,331,969March, 2011
    9.83
    7.93
    2,815,235February, 2011
    10.30
    8.95
    2,914,355January, 2011
    9.97
    8.04
    3,180,799December, 2010
    10.49
    8.87
    4,792,405November, 2010
    10.07
    7.38
    5,676,905October, 2010
    7.75
    6.31
    4,920,696September, 2010
    7.14
    6.07
    4,223,863August, 2010
    7.14
    6.05
    3,925,046July, 2010
    7.00
    6.05
    2,146,412June, 2010
    7.65
    6.42
    2,773,856


**ITEM
9:**          **ESCROWED
SECURITIES**

There are no securities of the Company subject to
escrow or subject to any contractual restrictions on transfer.

**ITEM
10:**        **DIRECTORS
AND EXECUTIVE OFFICERS**

Name, Occupation and Security Holding

The names, positions or offices held with ITH, province/state and country
of residence, and principal occupation over the last five years of the Directors
and executive officers of ITH, as at the date of this AIF, are as follows:

|Name, Position and Province/State and
      Country of Residence(1) |  | Principal Occupation
      During the Past 5 Years(1)                                                                                                                                                                                                                                                             |  | Period of Service as an Officer
      or Director(2)
|------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------
|                                                                    |  |                                                                                                                                                                                                                                                                                                                   |  |                                                     
|James J. Komadina Director, CEO Colorado,
      USA                 |  | Metallurgical Engineer; Director and CEO of the Company
      since June 1, 2011; previously President & COO, Brazauro Resources
      Ltd., 2003-2010; President & CEO, North America for AngloGold Limited,
      1999-2003, previously Executive VP and COO, Minorco/AngloGold North
      America, 1992- 1999 |  | CEO and Director since June 1, 2011                 

---

- 43 -

Name, Position and
    
    Principal Occupation
    
    Period of Service as anProvince/State and Country of
    
    During the Past 5
      Years(1)
    
    Officer or Director(2)Residence(1)Jeffrey A. Pontius(7)Director
      Colorado, USA
    
    Geologist; President and CEO of the Company from
      September, 2006 to May, 2011; previously North American Exploration
      Manager for AngloGold Ashanti North America Inc. from 2004 to 2006 and
      also a Director of Anglo American Exploration (Canada) Ltd. 1999 to 2006.
    
    Director since June 1, 2011 President and CEO
      September 22, 2006 to May 31, 2011Hendrik van Alphen(6)(7)Chairman of
      the Board, Director British Columbia, Canada
    
    Businessman; President of Cardero Resource Corp, 1999 to
      present; President of Wealth Minerals Ltd., 2006 to present.
    
    Director since September 22, 2006 Chairman since
      September 22, 2006Anton J. Drescher(3)(5)(6)Director
      British Columbia, Canada
    
    Businessman, Certified Management Accountant; President,
      Harbour Pacific Capital Corp. (private management company) since 1998;
      President, Westpoint Management Consultants Limited (privatemanagement company) since 1979, Director ofDorato
      Resources Inc. (public natural resource company), 1996  2008, Director of
      Trevali Resources Corp. (public natural resources company) since 2007;
      Director and CFO of USA Video Interactive Corp. (public video streaming
      company) since 1994.
    
    Director since August, 1991 President, 1991 
      September 22, 2006Ronald Sheardown(3)(4)(5)Director
      Alaska, USA
    
    Geologist; President Greatland Exploration, Inc. (private
      geological consulting/mineral exploration company) over past 5 years.
    
    Director since May 23, 2007Steve Aaker(4)(7)Director
      Colorado, USA
    
    Geologist; Independent Mineral Exploration Consultant
      since January 1, 2011; previously, Chief of U.S. Operations, Franco-Nevada
      Corporation (public natural resources royalty company) November 2007 to
      December 31, 2010; Group Executive, Newmont Capital Limited 2002 to 2007;
      Vice-President of Franco-Nevada Mining Corporation Limited (public natural
      resources royalty company), 1989 - 2002
    
    Director since March 12, 2009Daniel A. Carriere(4)(5)(7)Director
      British Columbia, Canada (public biomedical company) 1995 - 2005
    
    Businessman; Previously, Senior Vice President, Corriente
      Resources Inc. (public natural resources company) 1996  2010; Director,
      ID Biomedical Inc.
    
    Director since April 14, 2010


---

- 44 -

Name, Position and
    
    Principal Occupation
    
    Period of Service as anProvince/State and Country of
    
    During the Past 5
      Years(1)
    
    Officer or
      Director(2)Residence(1)Timothy J. Haddon(3)(7)Director
      Colorado, USA
    
    Mining Engineer; President, International Natural
      Resource Management Co. (private mining industry consulting service
      provider); Director, Alacer Gold Corporation (public gold mining company)
      since February, 2011; previously, Chair, Anatolia Minerals Development
      Ltd. (public natural resources company and predecessor to Alacer) 2002 to
      February, 2011; Lead Director, Thompson Creek Metals Company Inc. (a
      mineral exploration and development company) since 2007; previously,
      President & CEO, Archangel Diamond Corporation, 1997  2002 and CEO,
      Amax Gold (public natural resource company) 1989-1993.
    
    Director since April 14, 2010Lawrence W. Talbot(7)Vice-President
      and General Counsel British Columbia, Canada
    
    Barrister and Solicitor; Owner, Lawrence W. Talbot Law
      Corporation (law firm) since July 1, 2006, previously Partner, Gowling
      Lafleur Henderson LLP (law firm), April 2000 to July 2006, director,
      Cardero Resource Corp. (public mineral exploration company) since April,
      2003, director and secretary, Excellon Resources Inc. (public natural
      resources company) 1993 to April, 2008.
    
    Vice-President & General Counsel since September 22,
      2006Michael W. Kinley, C.A. Chief Financial Officer
      Nova Scotia, Canada
    
    Chartered Accountant; President, Winslow Associates
      Management & Communications Inc. (private consulting firm) 1973 to
      present; Chief Financial Officer of Wealth Minerals Ltd. since August,
      2005, Dorato Resources Inc. since July 2008, Trevali Resources Corp. since
      July, 2008 and Cardero Resource Corp. since January 2006 (all public
      natural resource companies); Director, Indico Resources Ltd. since May,
      2006 (public natural resource company); President, GFK Resources Ltd.
      since March 1997 (public natural resource company).
    
    Chief Financial Officer since September 22, 2006Carl Brechtel Chief Operating Officer
      Colorado, USA
    
    Professional Engineer; Chief Operating Officer of the
      Company since January, 2010; previously, various positions with AngloGold
      Ashanti Limited over past 12 years.
    
    Chief Operating Officer since January 12, 2010Shirley Zhou Vice-President, Corporate
      Communications British Columbia, Canada
    
    Corporate Communications Professional: Vice- President,
      Corporate Communications of the Company since November, 2010; previously
      Corporate Communications Manager, SilverCorp Metals Inc. and Manager,
      Investor Relations for Solex Resources Corp. and Minco Silver Corporation
      over past 7 years.
    
    Vice-President, Corporate Communications since November ,
      2010


|1. | The information as to place of residence and principal
      occupation, not being within the knowledge of ITH, has been furnished by
      the respective Directors individually.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 45 -

|2. | All directorships expire at the next Annual General
      Meeting of the shareholders of ITH (which must be held before December 31,
      2011). All officers hold office at the pleasure of the Board.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                         
|3. | Denotes member of the Audit Committee.                                                                                                                                                                  
|   |                                                                                                                                                                                                         
|4. | Denotes member of the Compensation Committee.                                                                                                                                                           
|   |                                                                                                                                                                                                         
|5. | Denotes member of the Health, Occupational Safety and
      Environmental Committee.                                                                                                                    
|   |                                                                                                                                                                                                         
|6. | Denotes member of the Nominating and Corporate Governance
      Committee.                                                                                                                              
|   |                                                                                                                                                                                                         
|7. | Denotes member of the Mergers and Acquisitions
      Committee.                                                                                                                                         

ITH does not currently have any committees other
than the Audit Committee, the Compensation Committee, the Nominating and
Corporate Governance Committee, the Health, Occupational Safety and
Environmental Committee and the Mergers and Acquisitions Committee.

As at August 26, 2011, ITHs Directors and executive officers, as a
group, beneficially hold a total of 2,411,069 Common Shares, directly or
indirectly, representing 2.78% of the 86,683,919 issued Common Shares. ITHs
Directors and executive officers, as a group, also hold the following incentive
stock options to purchase up to the following numbers of Common Shares until the
dates shown:

| | (a) | 250,000 Common Shares exercisable at $7.95 per Common
      Share until January 12, 2012;                              
| | --- | -----------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                        
| | (b) | 1,750,000 Common Shares exercisable at $7.34 per Common
      Share until April 14, 2012;                              
| |     |                                                                                                                        
| | (c) | 1,000,000 Common Shares exercisable at $6.57 per Common
      Share until August 19, 2012;                             
| |     |                                                                                                                        
| | (d) | 75,000 Common Shares exercisable at $9.15 per Common
      Share until January 11, 2013;                               
| |     |                                                                                                                        
| | (e) | 800,000 Common Shares exercisable at $7.47 per Common
      Share until July 28, 2013; and                             
| |     |                                                                                                                        
| | (f) | 1,000,000 Common Shares exercisable at $8.35 per Common
      Shares until May 9, 2016 (subject to vesting
provisions).

Cease Trade Orders, Bankruptcies, Penalties or
Sanctions

|1. | No Director or executive officer of ITH is, as at the
      date of this AIF, or was within ten years before the date of this AIF, a
      director, chief executive officer or chief financial officer of any
      company (including ITH) that:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                   
|   | (a)                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                   

---

- 46 -

order was revoked on December 8, 2006,
the company having filed a reactivation application in accordance with
applicable policies; or

| | (b) | was subject to an order that was issued after the
      Director or executive officer ceased to be a director, chief executive
      officer or chief financial officer and which resulted from an event that
      occurred while that person was acting in the capacity as director, chief
      executive officer or chief financial officer.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For the purposes hereof, the term
order means:

| | (a) | a cease trade order;                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------
| |     |                                                                                                      
| | (b) | an order similar to a cease trade order; or                                                          
| |     |                                                                                                      
| | (c) | an order that denied the relevant company access to any
      exemption under securities legislation,

that was in effect for a period of more
than 30 consecutive days.

|2. | No Director or executive officer of ITH, or a shareholder
      holding a sufficient number of securities of ITH to affect materially the
      control of ITH:                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                     
|   | (a)                                                                                                                                                                                 
|   |                                                                                                                                                                                     
|   | (b)                                                                                                                                                                                 
|   |                                                                                                                                                                                     
|3. | No Director or executive officer of ITH, or a shareholder
      holding a sufficient number of securities of ITH to affect materially the
      control of ITH, has been subject to:
|   |                                                                                                                                                                                     
|   | (a)                                                                                                                                                                                 
|   |                                                                                                                                                                                     
|   | (b)                                                                                                                                                                                 

Conflicts of Interest

Certain Directors and officers of ITH are directors, officers
and/or shareholders of other private and publicly listed companies, including
companies that engage in mineral exploration and development and companies that
hold Common Shares or other securities of ITH. To the extent that such other
companies may participate in or be affected by ventures involving ITH, these
Directors and officers of

---

- 47 -

ITH may have conflicting interests in negotiating, settling and
approving the terms of such ventures. Conflicts of interest affecting the
Directors and officers of ITH will be governed by ITHs Code of Business
Conduct and Ethics, the Articles of ITH, the provisions of the BCBCA and other
applicable laws and relevant stock exchange policies and requirements. In the
event that such a conflict of interest arises at a meeting of the Directors, a
Director affected by the conflict must disclose the nature and extent of his
interest and abstain from voting for or against matters concerning the matter in
respect of which the conflict arises.

**ITEM
11:**        PROMOTERS

ITH does not presently have, and has not within the two
most recently completed fiscal years or the current fiscal year had, any
promoters.

**ITEM
12:**        **LEGAL
PROCEEDINGS AND REGULATORY ACTIONS**

Legal Proceedings

The Company is not currently, and has not since June 1, 2010 (being
the commencement of the Companys last competed financial year) been, a party to
any legal proceedings, nor is any of the Companys properties presently, or has,
since June 1, 2010 (being the commencement of the Companys last competed
financial year), any of the Companys properties been, subject to any legal
proceedings.

Regulatory Actions

There have not been any:

|1. | penalties or sanctions imposed against ITH by a court
      relating to securities legislation or by a securities regulatory authority
      during the financial year ended May 31, 2011;                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                  
|2. | any other penalties or sanctions imposed against ITH by a
      court relating to securities legislation or by a securities regulatory
      authority that would likely be considered important to a reasonable
      investor making an investment decision; or
|   |                                                                                                                                                                                                                                                                  
|3. | settlement agreements entered into by ITH before a court
      relating to securities legislation or with a securities regulatory
      authority during the financial year ended May 31,
2011.                                                                  

**ITEM
13:**        **INTEREST OF
MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS**

|   | No:                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                         
|1. | Director or executive officer of the Company;                                                                                                                           
|   |                                                                                                                                                                         
|2. | any person or company that is the direct or indirect
      beneficial owner of, or who exercises control or direction over, more than
      10% of the Common Shares; or
|   |                                                                                                                                                                         
|3. | any associate or affiliate of any of the persons or
      companies referred to in paragraphs 1 or 2,                                                                   

has, during any of the fiscal years ended May 31, 2009, 2010 or
2011, or during the current fiscal year, had any material interest, direct or
indirect, in any transaction that has materially affected, or will materially
affect, the Company, except for:

|1. | Pursuant to an Asset Purchase and Sale and Indemnity
      Agreement dated June 30, 2006, as amended on July 26, 2006 (collectively,
      the AngloGold Agreement) among ITH, AngloGold and Tower Alaska, the
      Company acquired all of AngloGolds interest in a portfolio of
  seven
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 48 -

mineral exploration projects in Alaska
(referred to as the Livengood, Coffee Dome, Chisna, Blackshell, Gilles, West
Pogo and Caribou properties) (the Sale Properties), together with a
comprehensive database (with respect to both the Sale Properties and the
extensive exploration work carried out by AngloGold in Alaska) and certain
personal property (together with the Sale Properties, the Assets), in
consideration of the issuance to AngloGold of 5,997,295 Common Shares,
representing approximately 19.99% of the issued and outstanding Common Shares
following the closing of the acquisition and two private placement financings
raising an aggregate of $11,479,348. AngloGold has the right to maintain its
percentage equity interest in the Common Shares, on an ongoing basis, provided
that such right will terminate if AngloGolds interest falls below 10% at any
time after January 1, 2009. As a result of this transaction, AngloGold became an
insider of ITH pursuant to applicable Canadian securities legislation. As
further consideration for the transfer of the Assets, Tower Alaska granted to
AngloGold a 90-day right of first offer with respect to the Sale Properties and
any additional mineral properties in which Tower Alaska acquires an interest and
which interest it proposes to farm out or otherwise dispose of. If AngloGolds
equity interest in ITH is reduced to less than 10%, then this right of first
offer will terminate. In addition, the Company agreed to indemnify AngloGold
from and against any liabilities related to the Sale Properties, to assume
obligations with respect to all underlying agreements, holding costs, property
taxes and government rentals and all permitting and bonding requirements related
to the Sale Properties. The Company also agreed to purchase the Sale Properties
on an as is, where is basis and to assume responsibility and indemnify
AngloGold for all environmental liabilities.

On the closing of the acquisition of
the Assets, the Company entered into option/joint venture agreements with
AngloGold with respect to two additional mineral projects in Alaska held by
AngloGold, referred to as the LMS and Terra properties (the Optioned
Properties).

With respect to the LMS property, the
Company has the right to earn a 60% interest by incurring aggregate exploration
expenditures of USD 3.0 million within four years, of which the Company
committed to incur minimum exploration expenditures of USD 1.0 million during
the 2006 calendar year and, in order to maintain the option, of USD 750,000
during the 2007 calendar year. Upon the Company having earned its 60% interest
in the LMS property, AngloGold will have the right to re-acquire a 20% interest
(for an aggregate 60% interest) and become manager of the joint venture by
incurring a further USD 4.0 million in exploration expenditures over a further
two years.

With respect to the Terra property, the
Company has the right to earn a 60% interest by incurring aggregate exploration
expenditures of USD 3.0 million within four years, of which the Company has
committed to incur minimum exploration expenditures of USD 500,000 during the
2006 calendar year and, in order to maintain the option, of USD 750,000 during
the 2007 calendar year. Upon the Company having earned its 60% interest in the
Terra property, AngloGold will have the right to re-acquire a 20% interest (for
an aggregate 60% interest) and become manager of the joint venture by incurring
a further USD 4.0 million in exploration expenditures over a further two years.
The Company has earned its 60% interest, and AngloGold has elected not to
re-acquire a 20% interest.

In either case, following the parties
having earned their final respective interests, each party will be required to
contribute its pro rata share of further expenditures or its interest in the
property will be diluted. A party that is diluted to 10% or less will have its
interest converted to a 2% net smelter return royalty.

---

- 49 -

AngloGold funded the property and
exploration program expenditures on the Sale Properties and the Optioned
Properties from July 1, 2006 until the closing of the Acquisition on August 4,
2006 and, as required by the AngloGold Agreement, the Company reimbursed
AngloGold for all such expenditures in the aggregate amount of USD 478,093.

To July 1, 2006, AngloGold had incurred
approximately USD 1.4 million in acquisition costs and exploration expenditures
on the Sale Properties and approximately USD 2.4 million in acquisition costs
and exploration expenditures on the Optioned Properties.

|2. | On August 4, 2006, ITH completed a non-brokered private
      placement of 7,999,718 units (each, a Unit) at a price of $0.56 per Unit
      for gross proceeds of $4,479,842 (approximately USD 3.975 million). Each
      Unit consisted of one Common Share and one-half of a transferable common
      share purchase warrant. Each whole warrant (each, a Warrant) entitled
      the holder, on exercise, to purchase an additional Common Share at a price
      of $1.00 until August 4, 2008. Cardero Resource Corp., a public company
      headquartered in Vancouver, B.C., purchased 4,000,000 Units in this
      placement. As a consequence of participating in this placement, Cardero
      became an insider of ITH pursuant to applicable Canadian securities
      legislation. On August 4, 2008, Cardero exercised all of its 2,000,000
      Warrants and acquired an additional 2,000,000 Common Shares. As a
      consequence of the issuance of additional Common Shares by ITH, and sales
      by Cardero of Common Shares, Cardero is no longer an insider of
  ITH. 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | On June 6, 2008, ITH and Tower Alaska entered into a
      purchase agreement with AngloGold to acquire all of the interest of
      AngloGold in the Terra and LMS projects in Alaska, plus certain other
      AngloGold rights. The purchase agreement encompasses all royalties and
      residual rights held by AngloGold in the Terra and LMS properties, as well
      as AngloGolds first refusal rights on transactions involving the West
      Pogo and Gilles properties held by the Company (and originally acquired
      from AngloGold).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Under the terms of the purchase agreement, Tower Alaska
      acquired all of the right, title and interest of AngloGold in the Terra
      and LMS projects (including AngloGolds right of first offer on any
      disposition thereof by the Company). In addition, AngloGold also
      relinquished its right of first offer on two of the Companys other 100%
      owned projects, being the West Pogo project (which is situated on the
      western boundary of the Pogo Joint Venture land package) and the Gilles
      project (which is located along the Pogo mine road, 25 kilometres
      southwest of the West Pogo property). The total purchase price was
      $751,500, which was satisfied by the issuance of an aggregate of 450,000
      Common Shares (valued, for this purpose, at $1.67 per share). The
      transaction closed on November 24, 2008.                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | On July 9, 2009, AngloGold exercised its top-up right
      to maintain its 13.2907% equity interest in ITH. AngloGolds equity
      interest had been diluted by virtue of ITHs issuance of Common Shares
      since January 1, 2009, principally due to the exercise of 7,753,385
      warrants, broker options and broker warrants in May, 2009. The top-up
      provision, contained in the June 30, 2006 purchase agreement among
      AngloGold, ITH and Tower Alaska pursuant to which the Company acquired
      AngloGolds Alaskan assets (including the Companys flagship Livengood
      property), gives AngloGold the right, twice a year, to maintain its then
      current equity ownership percentage in the Company on an ongoing basis
      thereby avoiding dilution as a result of the issuance of Common Shares by
      the Company in connection with property payments or warrant or option
      exercises. AngloGold also has a separate right to participate in any
      equity financings by ITH up to its then pre-financing percentage equity
      interest.

---

- 50 -

As a consequence of AngloGolds
election to exercise its top-up right, ITH sold to AngloGold, on a private
placement basis, an aggregate of 1,218,283 Common Shares at a price of $2.68 per
share (reflecting the closing price of the Common Shares on the TSXV on July 9,
2009 of $3.15 less the maximum discount (15%), as required by the provisions of
the top-up right) for gross proceeds of $3,264,998. The private placement
closed on August 25, 2009.

|5. | On February 10, 2010, AngloGold exercised its top-up
      right to maintain its 13.2907% equity interest in ITH. As a consequence,
      ITH sold to AngloGold, on a private placement basis, an aggregate of
      67,965 common shares at a price of $5.38 per share (reflecting the 5 day
      volume- weighted average price of the Common Shares on the TSX preceding
      February 10, 2010 less the maximum allowable discount (15%), as required
      by the provisions of the top-up right) for gross proceeds of CAD
      365,651.17. The private placement closed on March 26, 2010.                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | On April 6, 2010, the Company issued an aggregate of
      664,210 common shares for aggregate gross proceeds of CAD 3,985,260 to
      AngloGold under its preferential right to participate in a private
      placement of an aggregate of 5,000,000 shares in accordance with its then
      current equity interest in the Company. The price paid by AngloGold
      ($6.00) was the same as the other arms length placees who participated in
      the placement.                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7. | On August 12, 2010, AngloGold exercised its top-up
      right to maintain its 13.2907% equity interest in ITH. As a consequence,
      ITH sold to AngloGold, on a private placement basis, an aggregate of
      415,041 common shares at a price of $5.26 per share (reflecting the 5 day
      volume- weighted average price of the Companys common shares on the TSX
      preceding August 12, 2010 of $6.18 less the maximum allowable discount
      (15%), as required by the provisions of the top- up right) for gross
      proceeds of $2,183,115.66. The private placement closed on August 27,
      2010.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8. | On April 6, 2010, the Company issued an aggregate of
      754,765 common shares for aggregate gross proceeds of CAD 4,717,282 to
      AngloGold under its preferential right to participate in an equity
      offering of an aggregate of 16,860,000 shares. The price paid by AngloGold
      ($6.25) was the same as the other arms length placees who participated in
      the placement.                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9. | On February 17, 2011, AngloGold exercised its top-up
      right to maintain its 11.5039% equity interest in ITH. As a consequence,
      ITH sold to AngloGold, on a private placement basis, an aggregate of
      230,764 common shares at a price of $8.13 per share (reflecting the 5 day
      volume- weighted average price of the Companys common shares on the TSX
      preceding February 16, 2011 less the maximum allowable discount (15%), as
      required by the provisions of the top-up right) for gross proceeds of
      $1,876,112. The private placement closed on March 24,
  2011.              

**ITEM
14:**        **TRANSFER
AGENT AND REGISTRAR**

The Companys co-transfer agents and registrars are Computershare
Investor Services Inc. in Canada and Computershare Trust Company N.A. in the
United States. Transfers may be effected at, and registration facilities are
maintained in British Columbia, Canada at 3rd Floor, 510 Burrard
Street, Vancouver, British Columbia, V6C 3B9.

**ITEM
15:**        MATERIAL
CONTRACTS

There are no material contracts that have been entered
into by the Company other than in the ordinary course of the Companys business
of mineral property evaluation, acquisition and divestiture and exploration,
including raising the funding therefor, since June 1, 2010 (being the
commencement of the Companys most recently completed financial year) that are
still in effect, other than:

---

- 51 -

|1. | Shareholder Rights Plan Agreement dated August 25, 2009
      between ITH and Computershare Investor Services Inc. pursuant to which ITH
      issued the rights pursuant to the SRP.                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                               
|2. | Arrangement Agreement made as of July 8, 2010 between ITH
      and Corvus pursuant to which ITH and Corvus agreed to carry out the
      spin-out arrangement transaction described under Item 5  Narrative
      Description of the Business  Corporate
Reorganizations.

**ITEM
16:**        **NAMES AND
INTERESTS OF EXPERTS**

Names and Interests of Experts

The following are the persons or companies:

|1. | who were named as having prepared or certified a
      statement, report or valuation described or included in a filing, or
      referred to in a filing, made under National Instrument 51-102 by ITH
      during, or relating to, the fiscal year ending May 31, 2011, being ITHs
      most recently completed financial year; and
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                         
|2. | whose profession or business gives authority to the
      statement, report or valuation made by the person or company:                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         

---

- 52 -

Mr. Klipfel holds less than 1% of the
outstanding Common Shares;

| | (c) | Gary H. Giroux, P.Eng. (B.C.), a qualified person for
      the purposes of NI 43-101, is the author responsible for the preparation
      of:                                                                                                                                                                                                                                                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Mr. Giroux holds less than 1% of the outstanding Common
      Shares;                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | Roger C. Steininger, Ph.D., CPG, a qualified person for
      the purposes of NI 43-101, is the author responsible for the preparation
      of the technical report entitled Summary Report on the North Bullfrog
      Project and Resource at Mayflower, Bullfrog Mining District, Nye County,
      Nevada dated June 30, 2010, except section 17 thereof, and filed on SEDAR
      on July 15, 2010. Mr. Steininger holds less than 1% of the outstanding
      Common Shares;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (e) | William Pennstrom, Jr. a qualified person for the
      purposes of NI 43-101, is the author responsible for the preparation
      of:                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Mr. Pennstrom holds less than 1% of the outstanding
      Common Shares;                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (f) | Tim Carew, P.Geo., a qualified person for the purposes
      of NI 43-101, is the author responsible for the preparation of:                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

- 53 -

| | (ii)  | section 17 of the technical report entitled September
      2010 Summary Report on the Livengood Project, Tolovana District, Alaska
      dated September 17, 2010, filed on SEDAR on September 17, 2010;                          
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                      
| | (iii) | the technical report entitled November 2010 Summary
      Report on the Livengood Project, Tolovana District, Alaska dated November
      1, 2010, other than sections 16 and 18 thereof, filed on SEDAR on November
      4, 2010.

Mr. Carew holds less than 1% of the
outstanding Common Shares;

| | (g) | Christopher N.A. Taylor, P.Geo., a qualified person for
      the purposes of NI 43-101, is the author responsible for the preparation
      of the technical report entitled Technical Report on the Chisna Copper
      Gold Project, Chistochina Mining District, South-Central Alaska dated
      June 22, 2010, and filed on SEDAR on July 15, 2010. Mr. Taylor holds less
      than 1% of the outstanding Common Shares;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (h) | Roscoe J. Bell, CPEng., a qualified person for the
      purposes of NI 43-101 at the applicable time, is the author responsible
      for the preparation of:                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (i) | Quinton de Klerk MAusIMM, a qualified person for the
      purposes of NI 43-101 at the applicable time, is the author responsible
      for the preparation of:                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                               

**ITEM 17:**       
  **ADDITIONAL INFORMATION**

Audit Committee Information

Under National Instrument 52-110  Audit Committees (NI
52-110), companies that are required to file an Annual Information Form are
required to provide certain disclosure with respect to their audit committee,
including the text of the audit committees charter, the composition of the
audit committee and the fees paid to the external auditor. This information with
respect to ITH is provided in Schedule A.

Additional Information

Additional information relating to ITH may be found on SEDAR at www.sedar.com.

---

- 54 -

Additional information, including directors and
officers remuneration and indebtedness, principal holders of ITHs securities
and securities authorized for issuance under equity compensation plans, if
applicable, is contained in the Information Circular. Additional financial
information is available in ITHs comparative audited consolidated financial
statements, together with the auditors report thereon, and the related
Management Discussion and Analysis for its most recently completed fiscal year
ended May 31, 2011.

A copy of this AIF, the Information Circular, the
Financial Statements and the MD&A, as well as any interim statements from
the past fiscal year) may be found on the SEDAR website at www.sedar.comor be obtained upon request from the
Vice-President & General Counsel of ITH. A reasonable fee for copying may be
charged if the request is made by a person who is not a registered security
holder of ITH.

---

Schedule AAudit Committee InformationThe Audit Committees CharterThe following is the text of
the current Charter for ITHs Audit Committee: INTERNATIONAL TOWER HILL MINES LTD.

AUDIT COMMITTEE CHARTER

(Adopted by the Board of Directors on September 22, 2006 and
amended on June 28, 2007)

ARTICLE 1 - PURPOSE

The overall purpose of the Audit
Committee (the Committee) is to:

| | (a) | ensure that the management of International Tower Hill
      Mines Ltd. (the Company) has designed and implemented an effective
      system of internal financial controls for reviewing and reporting on the
      Companys financial statements;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                       
| | (b) | oversee, review and report on the integrity of the
      Companys financial disclosure and reporting;                                                                                                                                                
| |     |                                                                                                                                                                                                                                                       
| | (c) | review the Company's compliance with regulatory and
      statutory requirements as they relate to financial statements, taxation
      matters and disclosure of material facts; and                                                                 
| |     |                                                                                                                                                                                                                                                       
| | (d) | be directly responsible for:                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                       
| |     | (iii)                                                                                                                                                                                                                                                 

ARTICLE 2 - COMPOSITION, PROCEDURES AND
ORGANIZATION

|2.1 | The Committee will consist of at least three members of
      the Board of Directors (the Board), all of whom will be
      independent1 and unrelated directors2 of the
      Company within the meaning of all applicable legal and regulatory
      requirements (except in the circumstances, and only to the extent,
      permitted by all applicable legal and regulatory
  requirements).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

________________________________________1Whether a director is independent will be determined in accordance with
all applicable laws and regulations, including the applicable securities laws of
Canada and the United States and the regulations and policies of any stock
exchange or quotation system on which the Companys securities are listed or
quoted.

2unrelated director means a director who is: (a)
not a member of management and is free from any interest and any business,
family or other relationship which could reasonably be perceived to materially
interfere with the directors ability to act with a view to the best interests
of the issuer, other than interests and relationships arising solely from
holdings in the issuer, (b) not currently, or has not been within the last three
years, an officer, employee of or material service provider to the issuer or any
of its subsidiaries or affiliates; and (c) not a director (or similarly situated
individual) officer, employee or significant shareholder of an entity that has a
material business relationship with the issuer. A chair or vice chair of the
board of directors who is not a member of management is not, for that reason
alone, a related director.

---

- 2 -

|2.2 | All of the members of the Committee will be financially
      literate3, at least one member of the Committee will have
      accounting or related financial expertise (i.e. able to analyze and
      interpret a full set of financial statements, including the notes thereto,
      in accordance with generally accepted accounting principles) and at least
      one member of the Committee will be a financial expert within the
      meaning of the rules and forms adopted by the Securities and Exchange
      Commission (except in the circumstances, and only to the extent, permitted
      by all applicable legal and regulatory requirements).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.3 | The Board, at its organizational meeting held in
      conjunction with each annual general meeting of the shareholders, will
      appoint the members of the Committee for the ensuing year. The Board may
      at any time remove or replace any member of the Committee and may fill any
      vacancy in the Committee.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.4 | Unless the Board has appointed a chair of the Committee,
      the members of the Committee will elect a chair from among their
      number.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.5 | The Committee will select an individual to act as
      secretary for the Committee, who will be either:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.6 | The quorum for meetings will be a majority of the members
      of the Committee, present in person or by telephone or other
      telecommunication device that permits all persons participating in the
      meeting to speak and to hear each other. Decisions by the Committee will
      be by the affirmative vote of a majority of the members of the Committee,
      or by consent resolutions in writing signed by each member of the
      Committee.                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.7 | The Committee will have access to such officers and
      employees of the Company and to the Company's external auditors, and to
      such information respecting the Company, as it considers to be necessary
      or advisable in order to perform its duties and
responsibilities.                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.8 | Meetings of the Committee will be conducted as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

________________________________________3 An
individual is financially literate if he or she has the ability to read and
understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally compatible to the breadth and
complexity of the issues that can reasonably be expected to be raised by the
Companys financial statements.

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- 3 -

forty-eight (48) hours prior to the
proposed meeting time (which notice may be waived by all of the members of the
Committee); and

| | (b) | the external auditors and management representatives will
      be invited to attend as necessary in the discretion of the
    Committee.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------

|2.9  | The internal accounting staff, any external accounting
      consultant(s) and the external auditors will have a direct line of
      communication to the Committee through its chair and may bypass management
      if deemed necessary. The Committee, through its chair, may contact
      directly any employee in, or consultant of, the Company as it deems
      necessary, and any employee of, or consultant to, the Company may bring
      before the Committee any matter involving questionable, illegal or
      improper financial practices or transactions.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.10 | The Committee may, in its sole discretion, retain, at the
      expense of the Company, such legal, financial or other advisors or
      consultants as it may deem necessary or advisable in order to properly and
      fully perform its duties and responsibilities
hereunder.                                                                                                                                                                                                                                                                                            

ARTICLE 3 - DUTIES AND RESPONSIBILITIES

|3.1 | The overall duties and responsibilities of the Committee
      will be as follows:                                
|--- | ------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                   
|    | (a)                                                                                                               
|    |                                                                                                                   
|    |                                                                                                                   
|    |                                                                                                                   
|    |                                                                                                                   
|    |                                                                                                                   
|    |                                                                                                                   
|    |                                                                                                                   
|    | (b)                                                                                                               
|    |                                                                                                                   
|    | (c)                                                                                                               
|    |                                                                                                                   
|    | (d)                                                                                                               
|    |                                                                                                                   
|    | (e)                                                                                                               
|    |                                                                                                                   
|    | (f)                                                                                                               
|    |                                                                                                                   
|3.2 | The duties and responsibilities of the Committee as they
      relate to the external auditors will be as follows:
|    |                                                                                                                   
|    | (a)                                                                                                               
|    |                                                                                                                   
|    | (b)                                                                                                               

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- 4 -

| | (c) | to review and evaluate the qualifications, performance
      and independence of the lead partner of the external auditors of the
      Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | to discuss with management of the Company the timing and
      process for implementing the rotation of the lead audit partner and the
      reviewing partners of the external auditors of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | to obtain confirmation from the external auditors of the
      Company that they will report directly to the Committee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f) | to obtain confirmation from the external auditors of the
      company that they will report in a timely matter to the Committee all
      critical accounting policies and practices to be used, all alternative
      accounting policies and practices, the ramifications of each of such
      accounting policies and practices and the accounting policy and practice
      preferred by the external auditors of the Company, for the financial
      information of the Company within applicable generally accepted accounting
      principles (GAAP) which have been discussed with management of the
      Company and will provide a copy of all material written communications
      between the external auditors of the Company and management of the Company
      including, without limitation, any management letter or schedule of
      unadjusted differences;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (g) | obtain confirmation from the external auditors of the
      Company that they will ensure that all reports filed under the United
      States Securities Exchange Act of 1934, as amended, which contain
      financial statements required to be prepared in accordance with Canadian
      GAAP and/or are reconciled to, United States GAAP, reflect all material
      correcting adjustments identified by the external auditors of the
      Company;                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (h) | to review and approve the Companys hiring policies
      regarding partners, employees and former partners and employees of the
      present and any former external auditors of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (i) | to review and pre-approve all non-audit services to be
      provided to the Company (or any of its subsidiaries) by the external
      auditors, provided that such pre-approval authority may be delegated by
      the Committee to any member of the Committee who is independent and
      unrelated on the condition that any such pre-approval must be presented
      to the Committee at its first schedule meeting following any such
      approval;                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (j) | review the audit plan of the external auditors prior to
      the commencement of the audit;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (k) | to review with the external auditors, upon completion of
      their annual audit:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (viii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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- 5 -

| | (l) | to discuss with the external auditors not just the
      acceptability, but also the quality, of the Companys accounting
      principles; and             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                             
| | (m) | to implement structures and procedures to ensure that the
      Committee meets the external auditors on a regular basis in the absence of
      management.

|3.3 | The duties and responsibilities of the Committee as they
      relate to the internal control procedures of the Company are to:
|--- | -------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                
|    | (a)                                                                                                                            
|    |                                                                                                                                
|    |                                                                                                                                
|    |                                                                                                                                
|    |                                                                                                                                
|    |                                                                                                                                
|    |                                                                                                                                
|    |                                                                                                                                
|    | (b)                                                                                                                            
|    |                                                                                                                                
|    |                                                                                                                                
|    |                                                                                                                                
|    |                                                                                                                                
|    |                                                                                                                                
|    | (c)                                                                                                                            
|    |                                                                                                                                
|    | (d)                                                                                                                            
|    |                                                                                                                                
|    | (e)                                                                                                                            
|    |                                                                                                                                
|    | (f)                                                                                                                            
|    |                                                                                                                                
|    | (g)                                                                                                                            
|    |                                                                                                                                
|    | (h)                                                                                                                            

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- 6 -

fraud, whether or not material, that
involves management or other employees who have a significant role in the
Companys internal control over financial reporting.

|3.4 | The Committee is also charged with the responsibility
      to:
|--- | ---------------------------------------------------------------
|    |                                                                
|    | (a)                                                            
|    |                                                                
|    | (b)                                                            
|    |                                                                
|    |                                                                
|    |                                                                
|    |                                                                
|    |                                                                
|    |                                                                
|    |                                                                
|    |                                                                
|    |                                                                
|    |                                                                
|    |                                                                
|    |                                                                
|    |                                                                
|    | (c)                                                            
|    |                                                                
|    | (d)                                                            
|    |                                                                
|    | (e)                                                            
|    |                                                                
|    | (f)                                                            
|    |                                                                
|    | (g)                                                            
|    |                                                                
|    | (h)                                                            
|    |                                                                
|    | (i)                                                            
|    |                                                                
|    | (j)                                                            
|    |                                                                
|    | (k)                                                            

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- 7 -

material effect upon the financial
position or operating results of the Company and the manner in which such
matters have been disclosed in the consolidated financial statements;

| | (l) | review the Companys compliance with regulatory and
      statutory requirements as they relate to financial statements, tax matters
      and disclosure of material facts; and                                                                            
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                             
| | (m) | develop a calendar of activities to be undertaken by the
      Committee for each ensuing year and to submit the calendar in the
      appropriate format to the Board within a reasonable time following each
      annual general meeting of shareholders.

|3.5 | The Committee shall have the authority to
    determine:
|--- | --------------------------------------------------------
|    |                                                         
|    | (a)                                                     
|    |                                                         
|    | (b)                                                     
|    |                                                         
|    | (c)                                                     

ARTICLE 4  GENERAL

|4.1 | The Committee will:                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                      
|    | (d)                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                      
|4.2 | No member of the Committee will receive any compensation
      from the Company, other than fees for being a director of the Company, or
      a member of a committee of the Board.                                                                 
|    |                                                                                                                                                                                                                                                      
|4.3 | In addition to the foregoing, the Committee will perform
      such other duties as may be assigned to it by the Board from time to time
      or as may be required by any applicable stock exchanges, regulatory
      authorities or legislation.

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- 8 -

Composition of the Audit Committee

ITHs Audit Committee is made up of the following directors:

|Name                      | Independent (Y/N) | Status              
|------------------------- | ----------------- | --------------------
|                          |                   |                     
|Anton J. Drescher (Chair) | Independent       | Financially Literate
|                          |                   |                     
|Timothy Haddon            | Independent       | Financially Literate
|                          |                   |                     
|Ronald Sheardown          | Independent       | Financially Literate

A member of an audit committee is independent if the member has
no direct or indirect material relationship with the Company that could, in the
view of the Board, be reasonably expected to interfere with the exercise of a
members independent judgment.

An individual is financially literate if he has the ability to
read and understand a set of financial statements that present a breadth and
level of complexity of accounting issues that are generally comparable to the
breadth and complexity of the issues that can reasonably be expected to be
raised by the Companys financial statements.

Relevant Education And Experience

The experience and education of each member of the
Audit Committee that is relevant to the performance of his responsibilities as a
member of the Audit Committee is as follows:

Anton J Drescher: Mr. Drescher has been Chief
Financial Officer and a director of USA Video Interactive Corp., a public
company listed for trading on the TSXV and the OTC Bulletin Board, since
December 1994, which company is involved in streaming video and video-on-demand.
He has also, since 1996; President of Westpoint Management Consultants Limited,
a private company engaged in tax and accounting consulting for business
reorganizations since 1979; and President of Harbour Pacific Capital Corp., a
private British Columbia company involved in regulatory filings for businesses
in Canada, since 1998. Mr. Drescher has been a Certified Management Accountant
since 1981.

Ronald Sheardown: Mr. Sheardown is the president
of Greatland Exploration, Ltd. and has been involved in Alaskan and Canadian
exploration for over 50 years, with discoveries such as the co-discovery (with
Murray Watts) of the Mary River Iron Ore Deposit of Baffinland Iron Mines
Limited to his credit. In addition, Mr. Sheardown was part of the team that
discovered the Asbestos Hill and Raglan deposits in Quebec and the Black Angel
mine in Greenland. More recently, he has served as a technical advisor to Rudnik
Matrosova (a division of Norilsk Nickel) on the development of the Natalka
deposit in eastern Russia. Mr. Sheardown has also held a number of important
positions within the State of Alaska and various mining related organizations.
Mr. Sheardown has been a director of a number of public companies similar to ITH
and, in such roles, he has had experience with the review and understanding of
the accounting principles relevant to the financial statements of public natural
resource companies.

Timothy Haddon: Mr. Haddon is the President of
International Natural Resource Management Co., a mining industry consulting
service provider and investor. He is a graduate of the Colorado School of Mines
and a seasoned mining engineer with over 35 years of international mining and
business experience. He spent 23 years working for Texasgulf and Amax with
responsibilities in Africa, Australia, Southeast Asia and North and South
America. Mr. Haddon was Chief Executive Officer of Amax Gold from 1989 to 1993,
a global mining company with operations in New Zealand and North and South
America which was ultimately acquired by Kinross Gold Corporation in 1998. He
was a co-founder of First Dynasty Mines in 1994, and President and Chief
Executive Officer of Archangel Diamond Corporation from 1997 to 2002. He
currently serves as Chairman of Anatolia Minerals Development Ltd.

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- 9 -

(TSX), a company with significant gold exploration and early
stage production operations in Turkey, as the lead director for Thompson Creek
Metals Inc. (NYSE/TSX), a molybdenum producer with mines in the USA and Canada,
and as a director on a select number of private boards. In these roles he has
had extensive experience in reviewing, interpreting and assessing financial
statements and the underlying accounting principles, and has been involved in
the development and analysis of internal controls and procedures for financial
reporting.

Reliance on Certain Exemptions

At no time since June 1, 2010 (being the
commencement of its most recently completed financial year) has ITH relied on
the exemptions in the following sections of NI 52-110:

|1. | Section 2.4 (De Minimis Non-audit Services);                                              
|-- | ------------------------------------------------------------------------------------------
|2. | Section 3.2 (Initial Public Offerings);                                                   
|3. | Section 3.3(2) (Controlled Companies);                                                    
|4. | Section 3.4 (Events Outside Control of Member);                                           
|5. | Section 3.5 (Death, Disability or Resignation of Audit
      Committee Member);           
|6. | Section 3.6 (Temporary Exemption for Limited and
      Exceptional Circumstances);        
|7. | Section 3.8 (Acquisition of Financial Literacy);
  or                                     
|8. | an exemption from NI 52-110, in whole or in part, granted
      under Part 8 of NI 52-110.

Audit Committee Oversight

At no time since June 1, 2010, being the
commencement of ITHs most recently completed financial year, was a
recommendation of the Audit Committee to nominate or compensate an external
auditor not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board to review
the performance of ITHs external auditors and approve in advance the provision
of services other than auditing and to consider the independence of the external
auditors, including reviewing the range of services provided in the context of
all consulting services bought by ITH. Such advance approval authority may be
delegated by the Audit Committee to any member of the Audit Committee who is
independent and unrelated on the condition that any such pre-approval must
be presented to the Audit Committee at its first scheduled meeting following any
such approval. To date, such authority has not been so delegated.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Companys external
auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year Ending
      Audit Fees(1)
      Audit Related Fees(2)
      Tax Fees(3)
      All Other Fees(4)May 31, 2010
    $49,500
    $29,500
    $9,500
    $NilMay 31, 2011
    $65,000
    $96,000
    $9,500
    $Nil


(1) The aggregate audit fees billed.

(2) The aggregate fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of the Companys financial statements which are not included under the heading
Audit Fees. The work performed in the fiscal year ended May 31, 2010 consisted
of procedures with regard to annual and interim financial statements and
pro-forma financial statements for the purpose of the Corvus spin-out
transaction. The work performed in the fiscal year ended May 31, 2011 consisted
of further procedures with regard to annual and interim financial statements and
pro-forma financial statements for the purpose of the Corvus spin-out
transaction, as well as procedures with respect to the Companys November 2010
prompt

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- 10 -

offering prospectus financing and responding to due diligence
questions from the applicable agents in connection with such financing.

(3) The aggregate fees billed for professional services
rendered for tax compliance, tax advice and tax planning. The work performed was
assistance in the preparation and review of ITHs Canadian and United States tax
returns.

(4) The aggregate fees billed for products and services other
than as set out under the headings Audit Fees, Audit Related Fees and Tax
Fees.

---