UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES
EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2018



Commission file number: 001-33638







INTERNATIONAL
TOWER HILL MINES LTD.






(Exact name of registrant as specified
in its charter)



|British Columbia, Canada                                       |  | N/A                                 
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or
organization) |  | (I.R.S. Employer
Identification No.)



|2300-1177 West Hastings Street,
        Vancouver, British Columbia, Canada
        (Address of principal executive offices) | V6E 2K3
        (Zip code)
|---------------------------------------------------------------------------------------------------------------------------- | --------------------------
|                                                                                                                             |                           
|Registrant’s telephone number, including area code: (604) 683-6332                                                          



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



|Title
    of each class:    | Name
    of each exchange on which registered:
|--------------------------- | ----------------------------------------------
|Common Shares, no par value | NYSE American                                 



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



Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ̈   No
x



Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ̈   No
x



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

Yes x   No  ̈



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

Yes x   No  ̈



Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                                                           ̈



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



|Large accelerated filer |  ̈ |  | Accelerated filer         |  ̈
|----------------------- | - |  | ------------------------- | -
|Non-accelerated filer   | x |  | Smaller reporting company | x
|                        |   |  | Emerging Growth Company   |  ̈



If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ̈



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



Based on the last sale price
on the NYSE American of the registrant’s Common Shares on June 29, 2018 (the last business day of the registrant’s
most recently completed second fiscal quarter) of $0.50 per share, the aggregate market value of the voting stock held by non-affiliates
of the registrant was approximately $48.1 million.



As of March 8, 2019, the
registrant had 187,111,857 Common Shares outstanding.


















EXPLANATORY NOTE



International Tower Hill
Mines Ltd. (“ITH”, “we”, “us” or “our”) is filing this Amendment No. 1 (this “Amendment”)
to our Annual Report on Form 10-K for the year ended December 31, 2018, originally filed with the Securities and Exchange Commission
(the “SEC”) on March 15, 2019 (the “Original Filing”), to provide by amendment the information required
by Items 10 through 14 (Part III) of Form 10-K, and to update Item 15, rather than by incorporation by reference to a definitive
proxy statement for our 2019 annual meeting of stockholders that we filed with the SEC. We are including new certifications by
our principal executive officer and principal financial officer as exhibits to this Amendment, as required by Rule 12b-15 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).



Except as described above, this Amendment
does not modify or update the disclosures presented in, or as exhibits to, the Original Filing in any way. This Amendment
speaks as of the date of the Original Filing and does not reflect events occurring after the filing of the Original Filing. Among
other things, we have not revised forward-looking statements made in the Original Filing to reflect events that occurred or facts
that became known to us after the filing of the Original Filing. Therefore, you should read this Amendment in conjunction with
any other documents we filed with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the Original Filing.













Table of Contents



|           |                                                                                                | Page
|---------- | ---------------------------------------------------------------------------------------------- | ----
|Part III   |                                                                                                |     
|Item 10    | Directors, Executive Officers, and Corporate Governance                                        | 4   
|Item 11    | Executive Compensation                                                                         | 12  
|Item 12    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 26  
|Item 13    | Certain Relationships and Related Transactions, and Director Independence                      | 28  
|Item 14    | Principal Accountant Fees and Services                                                         | 29  
|           |                                                                                                |     
|Part IV    |                                                                                                |     
|Item 15    | Exhibits and Financial Statement Schedules                                                     | 30  
|           |                                                                                                |     
|SIGNATURES |                                                                                                | 31  











PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS,
AND CORPORATE GOVERNANCE



The following table sets forth certain information
with respect to current directors, nominees for director and executive officers of the Company as of April 11, 2019.









|Name and Residence                     |  | Age |  | Position                                               |  | Director Since    |  | Current or Former PublicCompany Directorships                                                                                                                                                                                                                                                                          |  | Stock Exchange                                                                     
|-------------------------------------- |  | --- |  | ------------------------------------------------------ |  | ----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------
|Damola AdamolekunNew York, USA         |  | 30  |  | Director, Director Nominee                             |  | March 22, 2018    |  | None                                                                                                                                                                                                                                                                                                                   |  | -                                                                                  
|Anton DrescherBritish Columbia, Canada |  | 62  |  | Director, Director Nominee                             |  | October 1, 1991   |  | CENTR Brands Corp. (formerly River Wild Exploration
        Inc.) (current)
        Corvus Gold Inc. (current)
        Oculus VisionTech Inc. (current)
        RavenQuest Biomed Inc. (formerly RavenQuest Resources Inc.) (current)
        Trevali Mining Corporation (current)
        Xiana Mining Inc. (current) |  | CSE
        
        TSX
        TSXV
        CSE
        
        TSX
        TSXV
|John Ellis
        Nevada, USA         |  | 83  |  | Director                                               |  | February 1, 2014  |  | Mexivada Mining Corp. (former)
        Sunshine Silver Mines Corp. (former)
        Hycroft Mining Corporation (current)
        Jaguar Mining Inc. (current)                                                                                                                                                          |  | TSXV
        Unlisted
        
        Unlisted
        
        TSX               
|Stuart Harshaw
        Ontario, Canada |  | 51  |  | Director, Director Nominee                             |  | April 1, 2018     |  | PT Vale Indonesia TBK (former)
        Constantine Metal Resources Ltd. (current)                                                                                                                                                                                                                                      |  | IDX
        TSXV                                                                   
|Thomas Irwin
        Alaska, USA       |  | 72  |  | Director                                               |  | May 24, 2017      |  | None                                                                                                                                                                                                                                                                                                                   |  | -                                                                                  
|Marcelo Kim
        New York, USA      |  | 32  |  | Director (Chair), Director Nominee                     |  | December 28, 2016 |  | Midas Gold Corp. (current)                                                                                                                                                                                                                                                                                             |  | TSX                                                                                
|Stephen LangMissouri, USA              |  | 63  |  | Director (Lead Independent Director), Director Nominee |  | February 1, 2014  |  | Allied Nevada Gold Corp. (former)
        Alio Gold Inc. (current)
        Bear Creek Mining (current)
        Centerra Gold Corp. (current)                                                                                                                                                                           |  | TSX, NYSE American
        TSX, NYSE American
        TSXV
        TSX             
|Thomas WengNew Jersey, USA             |  | 50  |  | Director, Director Nominee                             |  | August 5, 2013    |  | East Asia Minerals Corporation (former)
        Scorpio Mining Corporation (former)
        Jaguar Mining Inc. (current)                                                                                                                                                                                               |  | TSXVTSXVTSX                                                                        
|Karl HannemanAlaska, USA               |  | 61  |  | Director, Director Nominee, CEO                        |  | May 30, 2018      |  | Northrim BanCorp, Inc. (current)                                                                                                                                                                                                                                                                                       |  | NASDAQ                                                                             
|David CrossBritish Columbia, Canada    |  | 43  |  | CFO                                                    |  | N/A               |  | Advantage Lithium Corp. (current)
        CENTR Brands Corp. (former)
        Crystal Lake Mining Corp. (formerly Sierra Iron Ore
        Corporation) (former)
        Northern Lights Resources Corp. (former)
        Victory Resources Corporation (current)                                                       |  | TSXV
        
        CSE
        TSXV
        
        CSE
        
        CSE   



4







Nominees for the Board:



The directors of the Company are elected
at each annual meeting of the shareholders and hold office until the next annual general meeting or until their successors are
duly elected or appointed, unless their office is earlier vacated in accordance with the BCBCA. The following is a brief biographical
description of each director nominee, which includes a discussion of the skills and attributes of each director, and that, in part,
led the Corporate Governance and Nominating Committee (“CGNC”) to conclude that each respective director should continue
to serve as a member of the Board.



Pursuant to an Investor Rights Agreement
dated December 28, 2016 between Paulson & Co. Inc. (“Paulson”) and the Company (“IRA”), the Company
has agreed with Paulson that, so long as Paulson, together with its affiliates, owns in the aggregate 20% or more of the issued
and outstanding Common Shares, Paulson is entitled to designate two nominees for election to the Board. Paulson and its affiliates
currently own 59,593,314 Common Shares, representing approximately 31.85% of the currently outstanding Common Shares, and Paulson
is therefore entitled to nominate two persons for election to the Board. Paulson has determined to nominate Marcelo Kim, the current
Chair of the Board, and Damola Adamolekun for election to the Board.



Damola Adamolekun –
Mr. Adamolekun is a Vice President at Paulson, where he has played a vital role in the sourcing and subsequent management of a
number of the firm’s largest investments since 2016. Prior to joining Paulson, Mr. Adamolekun worked in the Investment Banking
Division of Goldman Sachs since 2011 and as a Private Equity Associate in TPG Capital’s North American Buyout Group since
2013. Mr. Adamolekun received a Bachelor of Arts in Economics and Urban Studies from Brown University and a Masters of Business
Administration from the Harvard Business School. Mr. Adamolekun is one of the two nominees entitled to be put forward by Paulson
under the IRA.



Anton Drescher –Mr.
Drescher has been a Certified Management Accountant since 1981. He is currently (since 2007) a director of Trevali Mining Corporation,
a public mining company listed on the TSX, a director (since 2010) of Corvus Gold Inc., a public mineral exploration company listed
on the TSX, a director (since 1996) and Chief Financial Officer (since 2012) of Xiana Mining Inc. (formerly Dorato Resources Inc.),
a public mineral exploration company listed on the TSXV, Director of RavenQuest BioMed Inc., a public mineral exploration company
listed on the CSE, and the Chief Financial Officer and a director (since 1994) of Oculus VisionTech Inc., a public company involved
in watermarking of film and data and listed on the TSXV and the OTC Bulletin Board. Mr. Drescher is also the President (since 1979)
of Westpoint Management Consultants Limited, a private company engaged in tax and accounting consulting for business reorganizations,
and the President (since 1998) of Harbour Pacific Capital Corp., a private company involved in regulatory filings for businesses
in Canada. Mr. Drescher has served on the Board since 1991. The CGNC recommended that the Company nominate Mr. Drescher for re-election
to the Board due to his significant financial and accounting experience, together with his director experience with other mining
and mineral exploration companies.



Karl Hanneman – Mr.
Hanneman has been the Chief Executive Officer of the Company since January 31, 2017. Prior to that he was the Chief Operating Officer
of the Company since March 26, 2015 and was, prior to that, the General Manager for the Company. Mr. Hanneman has been with the
Company since May 2010, during which time he was responsible for assembling the Alaska team and served as Manager of the Company’s
Livengood Gold Project (the “Livengood Gold Project”). Mr. Hanneman has more than 35 years of Alaska-based mining industry
experience including 12 years for Teck Resources Limited, where he served as Alaska Regional Manager throughout the period of underground
exploration, feasibility study, project design, and permitting at Pogo, and then as Director, Corporate Affairs, Alaska for Teck,
serving as the senior corporate representative in Alaska supporting both the Red Dog and Pogo Mines. Mr. Hanneman has been involved
in industry leadership positions throughout his career as President, Council of Alaska Producers; President, Alaska Miners Association;
Governor’s appointee to the Alaska Minerals Commission; Director, Resource Development Council; and Director, Fairbanks Chamber
of Commerce. Mr. Hanneman has a B. Sc. Degree in Mining Engineering, magna cum laude, from the University of Alaska. The CGNC recommended
that the Company nominate Mr. Hanneman for re-election to the Board due to his knowledge of the Company and the Livengood Gold
Project and his extensive experience with other mining and mineral exploration companies.



Stuart Harshaw – Mr.
Harshaw is a seasoned mining executive with over 25 years’ experience at Inco and Vale. Most recently, as Vice President
of Ontario Operations for Vale, Mr. Harshaw was responsible for the Base Metal operations of Vale in Ontario, which includes 6
mines, a mill, smelter, nickel refinery, cobalt refinery, precious metal refinery and hydroelectric production facilities. Previously,
he was Vice-President, Marketing & Sales, Base Metals for Vale International, where he was responsible for the marketing and
sales of base metals in the Asia Pacific region and the management of Nickel Refineries in Asia, specifically in Japan, China,
Taiwan and a joint venture in Korea. Mr. Harshaw earned a BSc in Metallurgical Engineering from Queen’s University and an
MBA from Laurentian University. The CGNC recommended that the Company nominate Mr. Harshaw for election to the Board due to his
extensive executive experience and experience with other mining and mineral exploration companies.



Marcelo Kim – Mr.
Kim is a Partner at Paulson since 2011, where he oversees natural resource investments, specializing in gold, base metals, bulk
commodities and oil & gas. Prior to that, commencing in 2009, he was a generalist analyst covering event arbitrage investment
opportunities across broad sectors and capital structures. Mr. Kim is a board member of Templar Energy and Midas Gold. He is a
graduate of Yale University, where he received his BA in Economics with honors. Mr. Kim has served as Chair of the Board since
his appointment in December 2016, and is one of the two individuals nominated for election to the Board by Paulson under the IRA.
Mr. Kim’s extensive experience in the gold industry and position with Paulson, the Company’s largest shareholder, enable
him to provide valuable counsel to the Company.



5







Stephen Lang– Mr.
Lang is a Mining Engineer with over 30 years of experience in the mining industry. He currently serves as Chair of Centerra Gold
Inc. (since May 2012). Previously, Mr. Lang was President, Chief Executive Officer and a member of the board of directors of Centerra
Gold Inc. (from 2008 to 2012) and of Allied Nevada Gold Corporation (from 2013 to 2015). Prior to that, he held senior positions
at Stillwater Mining Company, Barrick Gold Corporation, Rio Algom and Kinross Gold/Amax. Mr. Lang earned a Bachelor and Masters
of Science in Mining Engineering from the University of Missouri-Rolla. Mr. Lang has served on the Board since February 2014. The
CGNC recommended that the Company nominate Mr. Lang for re-election to the Board due to his significant experience in the mining
industry, together with his director and leadership experience with other mining companies.



Thomas Weng– Mr.
Weng has more than 25 years of experience in the financial services sector. Mr. Weng is currently Co-Founding Partner with Alta
Capital Partners, a provider of investment banking services (since February 2011). From February 2007 to January 2011, Mr. Weng
was a Managing Director at Deutsche Bank and Head of Equity Capital Markets for Metals and Mining throughout the Americas and Latin
America, across all industry segments. Prior to 2007, Mr. Weng held various senior positions at Pacific Partners, an alternative
investment firm, and Morgan Stanley and Bear Stearns. Mr. Weng graduated from Boston University with a Bachelor of Arts in Economics.
Mr. Weng has served on the Board since August 2013. The CGNC recommended Mr. Weng for re-election to the Board due to his significant
financial experience together with his advisory experience in the metals and mining space.



Executive Officers:



The executive officers of the Company are
appointed by and serve at the pleasure of the Board and hold office until the expiration of their employment agreement, if such
officer has entered into an employment agreement with the Company or one of its affiliates, or their earlier death, retirement,
resignation or removal. The following is a brief biographical description of each current executive officer of the Company.



Karl Hanneman, Chief Executive
Officer – See “Directors and Officers – Nominees for the Board ” above.



David Cross, Chief Financial
Officer – Mr. Cross has been the Chief Financial Officer of the Company since May 11, 2015. Mr. Cross is a partner in
the firm of Cross Davis & Company, LLP, Chartered Professional Accountants (“Cross Davis”), an accounting firm
focused on providing accounting, management services and guidance related to accounting policies, corporate governance and financial
regulatory requirements for publicly listed companies reporting under both IFRS and US GAAP. Cross Davis provides corporate accounting
support to the Company under a consulting agreement. Mr. Cross began his accounting career at a Chartered Accountant firm in 1997
and obtained his CGA designation in 2004. Mr. Cross’ past experience consists of officer, director and senior management
positions, including five years at Davidson & Company LLP, where he spent time as a Manager, a member of their Technical Accounting
Committee and a member of their IFRS Committee. He is also the Chief Financial Officer of Interconnect Ventures Corporation, Colombian
Mines Corporation and Wealth Minerals Ltd., all public junior natural resource exploration companies listed on the TSXV. Mr. Cross
holds a BCIT diploma in Financial Management and is a Chartered Professional Accountant and a Certified General Accountant.



Involvement in Certain Legal Proceedings/Cease
Trade Orders, Bankruptcies, Penalties or Sanctions



| | 1. | No director, nominee or executive officer of the Company
has been involved in any of the events described by Item 401(f) or Item 103 of Regulation S-K during the past ten years.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Except as disclosed below, no director nominee is, as
at the date of this report, or has been within ten years before the date of this report, a director, chief executive officer or
chief financial officer of any company (including the Company) that:
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | was subject to an order that was issued while the proposed
director was acting in the capacity as director, chief executive officer or chief financial officer; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | was subject to an order that was issued after the proposed
director 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;
| | --- | --------------------



6









| | (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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



John Ellis was a director of
Royal Coal Corp., a public natural resource company listed on the TSXV. On May 9, 2012, after Mr. Ellis ceased as a director, the
British Columbia Securities Commission issued a cease trade order against Royal Coal Corp. for failure to file audited financial
statements for the period ended December 31, 2011, during which period Mr. Ellis served as a director. Subsequently, similar cease-trade
orders were also issued by the Alberta, Manitoba and Ontario Securities Commissions. The cease trade orders all remain in effect.



| | 3. | Except as disclosed below, no proposed director:
| | -- | ------------------------------------------------



| | (a) | is, as at the date of this report, or has been within
the ten years before the date of this report, a director or executive officer of any company (including the Company) that, while
such person was acting in such capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made
a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement
or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold its assets; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | has, within ten years before the date of this report,
become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted
any proceedings, arrangement or compromise with creditors, or has a receiver, receiver manager or trustee appointed to hold the
assets of the proposed director.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Stephen Lang was a director of
Allied Nevada Gold Corp. (now “Hycroft Mining Corporation”) which, together with certain of its domestic direct and
indirect subsidiaries, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware on March 10, 2015. Effective October 22, 2015, Allied Nevada Gold Corp has completed its financial
restructuring process and has emerged from Chapter 11. Mr. Lang resigned as a director of Allied Nevada Gold Corp on October 8,
2015.



| | 4. | Except as disclosed below, no proposed director has been
subject to:
| | -- | --------------------------------------------------------------------



| | (a) | any penalties or sanctions imposed by a court relating
to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities
regulatory authority; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | any other penalties or sanctions imposed by a court or
regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed
director.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On March 10, 2010, the TSX Venture
Exchange, Inc. (“TSXV”) rendered a decision with respect to a review concerning certain unauthorized loans by Xiana
Mining Inc. (formerly “Dorato Resources Inc.”) to Trevali Mining Corporation. As part of its decision, the TSXV required
Mr. Drescher (who was a director of Xiana at the relevant time) to seek prior written approval from the TSXV should he propose
to be involved with any other TSXV listed issuer as a director and/or officer. On May 14, 2010, the TSX, upon review of the TSXV’s
decision, required Mr. Drescher to seek approval from the TSX should he propose to be involved with any other TSX listed issuers
as a director and/or officer. In addition, the TSX required Mr. Drescher to inform the TSX of any future actions commenced against
him by any regulatory entity. Subsequently, Mr. Drescher applied to the TSX for reconsideration of the abovementioned restrictions
and, on May 1, 2013, the TSX agreed to remove all such restrictions.



Delinquent Section 16(a) Reports



Section 16(a) of the Exchange Act requires
the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s
equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Shares and other
equity securities. Executive officers, directors and holders of more than 10% of the Common Shares are required by regulations
of the SEC to furnish the Company with copies of all Section 16(a) reports they file.



To the knowledge of the directors of the
Company, based solely upon a review of the copies of such reports furnished to us or written representations that no other reports
were required to be filed during Fiscal Year 2018, all filing requirements under Section 16(a) applicable to officers, directors
and more than 10% shareholders were satisfied timely, except for report on Form 3 for Stuart Harshaw that was due on April 11,
2018 and filed on October 22, 2018, reports on Form 4 for each of Stuart Harshaw and Stephen Lang that were due on October 19,
2018 and filed on October 22, 2018 and reports on Form 4 for each of Anton Drescher and Karl Hanneman that were due October 19,
2018 and filed on October 24, 2018.



7







STATEMENT OF CORPORATE GOVERNANCE PRACTICES



NYSE American Corporate Governance



The Common Shares are listed on the NYSE
American (formerly NYSE MKT). Section 110 of the NYSE American Company Guide permits the NYSE American to consider the laws, customs
and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American
listing criteria based on these considerations. Currently, in respect to certain matters discussed below, the Company follows Canadian
practices that differ from the requirements of the NYSE American. The Company posts on its website at www.ithmines.com a description
of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant
to NYSE American standards. The contents of the Company’s website are not incorporated into this report and the reference
to such website is intended to be an inactive textual reference only.



A description of the significant ways in
which the Company’s governance practices differ from those followed by U.S. domestic companies pursuant to NYSE American
standards is as follows:



Shareholder Meeting Quorum Requirement:
The NYSE American minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock.
In addition, a company listed on NYSE American is required to state its quorum requirement in its bylaws. The Company’s quorum
requirement is set forth in its articles. The Company’s articles provide that the quorum for the transaction of business
at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least
5% of the issued shares entitled to be voted at a meeting. The Company obtained an exemption from the quorum requirements of the
NYSE American (then NYSE MKT) upon its initial listing.



Shareholder Approval Requirements:
NYSE American requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including
private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20%
or more of presently outstanding shares for less than the greater of book or market value of the shares. Under the rules of the
TSX, shareholder approval is not generally required for a private placement unless (i) the proposed issued price is lower than
the allowable discount to the market price, (ii) if the issue price is less than the market price, the aggregate number of shares
issued in the private placement is greater than 25% of the number of shares outstanding, on a non-diluted basis, prior to completion
of the private placement or (iii) during any six-month period, securities are issued to insiders entitling them to purchase more
than 10% of the number of listed securities outstanding, on a non-diluted basis, prior to the completion of the first private placement
to an insider during such period. The Company will seek, and has previously obtained, a waiver from NYSE American’s shareholder
approval requirements in circumstances where the securities issuance does not trigger such a requirement under the rules of the
TSX.



The NYSE American Company Guide also provides
that shareholder approval is required for the participation of directors and officers in a private placement pursuant to which
the issuance of common shares to such officers and directors at a discount to market is considered an equity compensation arrangement.
Under the rules of the TSX, shareholder approval is not generally required in respect of a private placement to directors and officers
of the issuer unless, during any six-month period, securities are issued to insiders entitling them to purchase more than 10% of
the number of listed securities outstanding, on a non-diluted basis, prior to the completion of the first private placement to
an insider during such period.



Statement of Corporate Governance Practices



The Board is committed to sound corporate
governance practices that are both in the interest of its shareholders and contribute to effective and efficient decision making.
The Company has reviewed its corporate governance practices in light of National Policy 58- 201 Corporate Governance Guidelines
(“NP 58-201”) of the Canadian Securities Administrators. In certain cases, the Company’s practices comply with
the guidelines; however, the Board considers that some of the guidelines are not suitable for the Company at its current stage
of development and therefore these guidelines have not been adopted. National Instrument 58-101 (“NI 58-101”) of the
Canadian Securities Administrators mandates disclosure of corporate governance practices for non-Venture Issuers in Form 58-101F1,
which disclosure is set out below.



8







Director Term Limits and Other Mechanisms
of Board Renewal



The Company does not have a policy with
respect to director term limits, director retirement or board renewal. Since the Company commenced its current operations in 2006,
there has been an ongoing renewal of the Board as the skill sets required on the Board have changed over time. As a result of such
renewal, four of seven director nominees have served on the Board for less than five years (including one director who has served
on the Board for less than three years and three directors who have served on the Board for less than two years). Each year, the
CGNC reviews the current make-up of the Board and the existing skill sets and experience of the directors to determine if the current
directors are appropriate for re-election and will continue to make an effective contribution and whether or not additional or
replacement directors are required, given the Company’s anticipated activities and the requirements of the IRA. The Board
considers that the adoption of a fixed policy with respect to board renewal or age or term related retirement is not appropriate
for the Company, and that the yearly review is a more appropriate and effective way of addressing the issue of the correct composition
of the Board and Board renewal.



Policies Regarding the Representation
of Women on the Board



The Board has not adopted a written policy
relating to the identification and nomination of women directors. Instead, the charter of the CGNC provides, with respect to the
nomination of directors, that the responsibility of the CGNC in identifying and recommending qualified candidates is to take into
consideration such factors as it deems appropriate, including judgement, skill, diversity, experience with businesses and other
organizations of comparable size, and the need for particular expertise on the Board. Neither the Board nor the CGNC specifically
considers the level of representation of women on the Board when considering candidates for election or re-election as the intent
of the CGNC is to recommend what it considers to be the “best” candidates, and it does so by reviewing qualifications
of prospective Board nominees and determines their relevance taking into consideration the then current Board composition and the
anticipated skills required to round out the capabilities of the Board.



Similarly, the Board does not consider
the level of representation of women in executive officer positions when making executive officer appointments. At the present
time, the Company has a very small management team reflective of its current operations and financial resources, and does not anticipate
a material expansion in its management ranks until such time as the Company may proceed with construction of the Livengood Gold
Project. The Company is committed to the fundamental principles of equal employment opportunities and treating people fairly, with
respect and dignity, and to offering equal employment opportunities based upon an individual’s qualifications and performance
 – free from discrimination or harassment because of race, color, ancestry, place of origin, religion, gender, sexual orientation,
age, marital status, family status, or physical or mental disability. The Company’s policy is to select candidates for employment,
including executive officer positions, based solely upon experience, skill and ability of candidates.



The Company does not currently have any
women directors and has not adopted any targets regarding women on its Board. As noted above, in evaluating potential nominees
to the Board, the CGNC focuses on the current Board composition and the anticipated skills required to round out the capabilities
of the Board, including the knowledge and diversity of its membership.



The Company does not presently have any
women executive officers and has not adopted any targets regarding women in executive officer positions. As noted above, the Company
is an equal opportunity employer, whereby candidates for employment as executive officers are selected based upon primary considerations
such as experience, skill and ability.



Ethical Business Conduct



The Board expects management to enhance
shareholder value by executing the Company’s business plan and meeting performance goals and objectives according to the
highest ethical standards. To this end, in September 2006 the Board adopted a Code of Business Conduct and Ethics (the “Code”)
for its directors, officers, employees and, in appropriate cases, consultants. Copies of the Code are available on the Company’s
website at www.ithmines.com under “Company – Corporate Governance” or at www.sedar.com. Training with respect
to the Code is included in the orientation of new employees. To ensure familiarity with the Code, directors, officers and employees
are asked to read the Code and sign a compliance certificate annually. Directors, officers and employees are required to report
any known violations of the Code to the Chair of the Audit Committee or to the Company’s outside U.S. or Canadian counsel.



Since the beginning of the Company’s
most recent fiscal year there have not been any material change reports or current reports on Form 8-K filed that pertain to any
conduct of a director or executive officer that constitutes a departure from the Code or a waiver of the Code by the Board. In
addition to the provisions of the Code, directors and senior officers are bound by the provisions of the Company’s Articles
and the BCBCA, which set forth the manner of dealing with any conflicts of interest. Specifically, any director who has a material
interest in a particular transaction is required to disclose such interest and to refrain from voting with respect to the approval
of any such transaction.



In September 2006, the Board also adopted
a “Share Trading Policy” (revised November 5, 2013) which prescribes rules with respect to trading in securities of
the Company when there is any undisclosed material information or a pending material development. Strict compliance with the provisions
of this policy is required, with a view to enhancing investor confidence in the Company’s securities and contributing to
ethical business conduct by the Company’s personnel. In 2006, the Board also created the Health, Occupational, Safety &
Environmental Committee (renamed the “Technical Committee” in 2014) in order to focus on reviewing project design and
operational aspects of any proposed mine development and to reflect the Company’s continuing commitment to improving the
environment and ensuring that its activities are carried out in a safe, sustainable and environmentally sound manner.



9







Anti-Hedging Policy



The Company does not currently have an
anti-hedging policy in place for directors, officers or employees and such persons may therefore purchase financial instruments,
including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are
designed to hedge or offset a decrease in market value of equity securities granted as compensation. The Board will assess the
need and consider implementing such a policy in the future, if warranted.



Communications with the Board



Interested parties, including shareholders
of the Company, desiring to communicate with members of the Board, any non-management director or the independent directors as
a group, may do so by mailing a request to the Corporate Secretary of International Tower Hill Mines Ltd. at 2300-1177 West Hastings
Street, Vancouver, British Columbia, Canada, V6E 2K3. Any such communication should state the number of shares beneficially owned,
if any, by the interested party making the communication. The Secretary will forward any such communication to the Chair of the
CGNC and will forward such communication to other members of the Board, as appropriate, provided that such communication addresses
a legitimate business issue. Any communication relating to accounting, internal controls, auditing or fraud will be forwarded to
the chair of the Audit Committee.



COMMITTEES OF THE BOARD



Committees of the Board are an integral
part of the Company’s governance structure. At the present time, the Board has four standing committees: the Audit Committee,
the Compensation Committee, the Corporate Governance and Nominating Committee, and the Technical Committee. Current details of
the composition of the standing committees of the Board are as follows:



|Director          |  | Audit Committee |  | CompensationCommittee |  | Corporate Governanceand NominatingCommittee |  | Technical Committee
|----------------- |  | --------------- |  | --------------------- |  | ------------------------------------------- |  | -------------------
|                  |  |                 |  |                       |  |                                             |  |                    
|Damola Adamolekun |  |                 |  | X                     |  |                                             |  | X                  
|Anton Drescher    |  | Chair           |  |                       |  | X                                           |  |                    
|John Ellis        |  |                 |  | X                     |  |                                             |  | Chair              
|Karl Hanneman     |  |                 |  |                       |  |                                             |  |                    
|Stuart Harshaw    |  | X               |  |                       |  |                                             |  | X                  
|Marcelo Kim       |  |                 |  |                       |  | X                                           |  | X                  
|Thomas Irwin      |  |                 |  |                       |  |                                             |  | X                  
|Stephen Lang      |  |                 |  |                       |  | Chair                                       |  | X                  
|Thomas Weng       |  | X               |  | Chair                 |  |                                             |  |                    



Audit Committee



Members: Anton Drescher (Chair), Stuart
Harshaw and Thomas Weng



The Board has a standing Audit Committee
of three members. All members of the Audit Committee are independent within the meaning of National Instrument 52-110 Audit
Committeesof the Canadian Securities Administrators, the NYSE American listing standards and Rule 10A-3(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and satisfy the composition requirements of Section 803(B)(2)(a)
of the NYSE American Company Guide. The Board has determined that Anton Drescher is an “audit committee financial expert”
as that term is defined in Item 407(d) of Regulation S-K. As an “audit committee financial expert,” Mr. Drescher satisfies
the NYSE American financial literacy and sophistication requirements. The Audit Committee has adopted a charter that describes
its responsibilities in detail. The charter is available on the Company’s website at www.ithmines.com.



The primary responsibility for financial
reporting, internal controls over financial reporting, compliance with laws and regulations, and ethics rests with the management
of the Company. The Audit Committee’s primary purpose is to oversee the integrity of the Company’s financial statements,
the Company’s compliance with legal and regulatory requirements and corporate policies and controls, the independent auditor’s
selection, retention, qualifications, objectivity and independence and the performance of the Company’s internal controls
on financial reporting function. The Audit Committee reviews the financial information that will be provided to the shareholders
and others, the systems of internal controls that management and the Board have established and the audit process. The Audit Committee
also reviews the audited financial statements and management’s discussion and analysis thereof and discusses them with the
management of the Company. Additional information about the Audit Committee’s role in corporate governance can be found in
the committee’s charter.



10







Compensation Committee



Members: Thomas Weng (Chair), Damola
Adamolekun and John Ellis



The Board has a standing Compensation Committee
of three members. All members of the Compensation Committee are independent directors. As set out in its written charter, the purpose
of the Compensation Committee is to implement and oversee human resources and compensation policies and best practices for recommendation
to the Board for approval and implementation. The Compensation Committee charter is available on the Company’s website at
www.ithmines.com. The Compensation Committee has the duty and responsibility to ensure that the Company has in place programs to
attract and develop management of the highest caliber and a process to provide for the orderly succession of management. It also
has the duty to assess and report to the Board, on an annual basis, on the performance of the CEO for the prior year, and to review,
on an annual basis, the salary, bonus and other benefits, direct and indirect, of the CEO and make recommendations in respect thereof
for approval of the Board. Additionally, the Compensation Committee reviews, on an annual basis, the proposed compensation for
all other officers of the Company after considering the recommendations of the CEO, and makes recommendations in respect thereof
for approval by the Board. The Compensation Committee may not delegate these duties and responsibilities, however, the Compensation
Committee may, in its sole discretion, retain, at the expense of the Company, such legal, financial, compensation or other advisors
or consultants as it may deem necessary or advisable in order to properly and fully perform its duties and responsibilities.



Corporate Governance and Nominating
Committee



Members: Stephen Lang (Chair), Anton
Drescher and Marcelo Kim



The Board has a standing Corporate Governance
and Nominating Committee of three members. All members of the CGNC are independent directors. As set out in its written charter,
the primary roles of the CGNC include developing and monitoring the effectiveness of the Company’s corporate governance system
and ensuring the Company is in line with the proper delineation of the roles, duties and responsibilities of the Company, the Board
and its committees. The CGNC charter is available on the Company’s website at www.ithmines.com. The CGNC also establishes
procedures for the identification of new nominees to the Board, leads the candidate selection process, and develops and implements
orientation procedures for new directors. Currently, the CGNC does not have a policy allowing for the consideration of director
candidates recommended by security holders, but would consider such nominees if presented to the CGNC on a timely basis in the
same manner as any other potential candidates. The CGNC is also responsible for assessing the effectiveness of directors, the Board
and the various committees of the Board and assisting the Board in setting the objectives of the CEO and evaluating the performance
of the CEO.



The CGNC is responsible for reviewing proposals
for new nominees to the Board and conducting such background reviews, assessments, interviews and other procedures as it believes
necessary to ascertain the suitability of a particular nominee. In determining whether a candidate is qualified to be nominee for
a position on the Board, the committee will take into consideration factors such as it deems appropriate, including judgment, skill,
diversity, experience with businesses and other organizations of comparable size and the need for particular expertise on the Board.
The selection of potential nominees for review by the CGNC is generally the result of recruitment efforts by the individual Board
members or the CEO, including both formal and informal discussions among Board members and with the CEO, and is usually based upon
the desire to have a specific set of skills or expertise included on the Board.



The appointment of new directors, either
to fill vacancies or to add additional directors as permitted by applicable corporate legislation, or the nomination for election
as a director of a person not currently a director by the shareholders at an annual general meeting, is carried out by the Board,
based on the recommendation of the CGNC. Once the names of any suggested nominees are received by the CGNC, the CGNC carries out
such reviews as it determines to be appropriate, including interviews with the proposed nominee, to determine if the proposed nominee
possesses the required skill set being sought by the Board and would be an appropriate “fit” for election to the Board.
The CGNC then makes a recommendation to the full Board as to the nomination of the identified individual for election as a director,
for appointment as a replacement for a director who has resigned or for appointment as an additional director, as applicable. In
addition, prior to each annual general meeting of the shareholders of the Company, the CGNC carries out a review of the then current
Board composition and makes recommendations as to the individuals, whether existing directors or non-directors, it considers should
be nominated for election as a director. With respect to the seven nominees for election as a director at the Company’s 2019
Annual General Meeting of Shareholders, no holder of Common Shares, non-management director, chief executive officer, other executive
officer, third-party search firm, or other source recommended any specific nominee, except that Messrs. Kim and Adamolekun were
nominated by Paulson under the IRA. Based upon extensive mining industry experience and with a recommendation received from Electrum
Strategic Opportunities Fund II L.P. (the “Electrum Fund”), Stuart Harshaw was identified and nominated to the board
to fill the vacancy created by Gen. Hamilton’s resignation.



11







Technical Committee



Members: John Ellis (Chair), Damola
Adamolekun, Stuart Harshaw, Thomas Irwin, Marcelo Kim, and Stephen Lang



The Board has a standing Technical Committee
of six members. As set out in its written charter, the overall purpose of the Technical Committee is to assist the Board in reviewing
technical matters related to project design and operations as well as fulfilling the Board’s oversight responsibilities with
respect to the Board’s and the Company’s continuing commitment to improving the environment and ensuring that activities
are carried out and facilities are operated and maintained in a safe and environmentally sound manner that reflects the ideals
and principles of sustainable development. The Technical Committee charter is available on the Company’s website at www.ithmines.com.
The Technical Committee will review technical materials prepared by management of the Company and will monitor, review and provide
oversight with respect to the Company’s policies, standards, accountabilities and programs relative to health, safety, and
environmental-related matters.



ITEM 11. EXECUTIVE COMPENSATION



COMPENSATION DISCUSSION AND ANALYSIS



Compensation Committee



The members of the Compensation Committee
are Thomas Weng (Chair), Damola Adamolekun and John Ellis, each of whom is an independent director.



The overall purpose of the Compensation
Committee is to implement and oversee human resources and compensation policies and best practices for recommendation to the Board
for approval and implementation. The Compensation Committee is responsible for administering the Stock Option Plan and the DSU
Plan.



The duties and responsibilities of the
Compensation Committee are as follows:



| | (a) | To recommend to the Board human resources and compensation
policies and guidelines for application to the Company;
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (b) | to review and recommend any changes thought necessary
to the Company’s domestic and international compensation and human resources policies and procedures;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | if required by applicable legislation or policy, to prepare,
on an annual basis for inclusion in the Company’s annual proxy statement, a report on the Company’s compensation practices;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | to ensure that the Company has in place programs to attract
and develop management of the highest caliber and a process to provide for the orderly succession of management, such that particularly:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | properly reflect the duties and responsibilities of members
of management;
| | --- | --------------------------------------------------------------------------

| | (ii) | are effective and competitive in attracting, retaining
and motivating people of the highest quality; and
| | ---- | --------------------------------------------------------------------------------------------------------

| | (iii) | are based on established corporate and individual performance
objectives;
| | ----- | -------------------------------------------------------------------------



| | (e) | to assess and report to the Board, on an annual basis,
on the performance of the CEO for the prior year;
| | --- | --------------------------------------------------------------------------------------------------------



| | (f) | to review, on an annual basis, the salary, bonus and
other benefits, direct and indirect, of the CEO and make recommendations in respect thereof for approval by the Board, provided
that such Board approval will include the approval of a majority of directors that are “independent” of the Company
within the meaning of all applicable legal and regulatory requirements (except in circumstances, and only to the extent, permitted
by all applicable legal and regulatory requirements);
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (g) | to review, on an annual basis, the proposed compensation
for all other officers of the Company after considering the recommendations of the CEO, all within the human resources and compensation
policies and guidelines approved by the Board, and make recommendations in respect thereof for approval by the Board, provided
that such Board approval will include the approval of a majority of directors that are “independent” of the Company
within the meaning of all applicable legal and regulatory requirements (except in circumstances, and only to the extent, permitted
by all applicable legal and regulatory requirements);
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12







| | (h) | to implement and administer human resources and compensation
policies approved by the Board concerning the following:
| | --- | ---------------------------------------------------------------------------------------------------------------------



| | (i) | executive compensation, contracts, stock plans or other
incentive plans; and
| | --- | ----------------------------------------------------------------------------

| | (ii) | proposed personnel changes involving officers reporting
to the CEO;
| | ---- | -------------------------------------------------------------------



| | (i) | to review any proposed amendments to the Stock Option
Plan or the DSU Plan and report to the Board thereon;
| | --- | -----------------------------------------------------------------------------------------------------------



| | (j) | to review and make recommendations to the Board concerning
the CEO’s recommendations for stock option or DSU grants to directors, senior officers, employees and consultants of the
Company and its affiliates under the Stock Option Plan or the DSU Plan;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (k) | from time to time, to review the Company’s broad
policies and programs in relation to benefits;
| | --- | -----------------------------------------------------------------------------------------------



| | (l) | to annually receive from the CEO recommendations concerning
annual compensation policies and budgets for all employees;
| | --- | -----------------------------------------------------------------------------------------------------------------------



| | (m) | from time to time, to review with the CEO the Company’s
broad policies on compensation for all employees and overall labor relations strategy for employees;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (n) | to periodically review the adequacy and form of the compensation
of directors and to ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective
director, and to report and make recommendations to the Board accordingly;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (o) | to report regularly to the Board on all of the committee’s
activities and findings during that year; and
| | --- | --------------------------------------------------------------------------------------------------------



| | (p) | to 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 period
of time following each annual general meeting of shareholders.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table provides further detail
with regard to the members of the Compensation Committee and their relevant experience in executive compensation-related roles.



|                                                                                      |  | Thomas Weng |  | Damola Adamolekun |  | John Ellis
|------------------------------------------------------------------------------------- |  | ----------- |  | ----------------- |  | ----------
|                                                                                      |  |             |  |                   |  |           
|Experience as senior leadership of organizations similar to the Company               |  | √           |  | √                 |  | √         
|Direct operational, functional or oversight experience in executive compensation      |  | √           |  | √                 |  | √         
|Experience serving on compensation committees of organizations similar to the Company |  | √           |  | -                 |  | √         



The current members of the Compensation
Committee, consisting of Messrs. Weng, Adamolekun and Ellis, have over 50 years of combined experience, both as senior leadership
as well as direct operational or functional experience overseeing executive compensation at organizations similar to the Company.
Messrs. Ellis and Weng have each served on the compensation committee of similar-sized organizations, and the Compensation Committee
supports continuous training and education with respect to executive compensation. It is the opinion of the Board that the extensive
experience held by members of the Compensation Committee provides them with the ability to make sound and proper decisions on the
suitability of the Company’s compensation policies and practices.



The Chair of the Compensation Committee
is responsible for setting the priority for the work of the committee, ensuring that members have the information needed to fulfill
their responsibilities, overseeing the logistics of the committee’s operations, reporting to the Board on the committee’s
decisions and recommendations and setting the agenda for meetings of the committee.



Independent Compensation Advisors



The Compensation Committee has the authority
to engage and compensate, at the expense of the Company, any outside advisor that it determines to be necessary to permit it to
carry out its duties, including compensation consultants and advisers. The Compensation Committee did not retain the services of
any independent advisors during Fiscal Year 2018.



13







Executive Compensation Strategy, Philosophy
and Principles



The Company’s executive compensation
strategy is designed to attract, retain and motivate an experienced and effective key management team. The strategy focuses on
creating strong links between pay and performance and aligning the interests of executives, shareholders and other stakeholders.



The executive officers of the Company are
compensated in a manner consistent with Compensation Committee’s subjective view of their respective contributions to the
overall benefit of the Company, taking into account the criteria set out below.



The determination of executive compensation
amount and award is based on a combination of factors, including, but not limited to, information provided to the Compensation
Committee by compensation consultants (if utilized), the Compensation Committee’s subjective assessment as to market conditions,
information with respect to the compensation of peer group entities (if a peer group is determined), internal policies and practices
and the discretion of the Compensation Committee in consideration of their compensation-related experience. The compensation program
for each of the executive officers is comprised of a base salary and stock options, and may include an annual cash incentive bonus,
if deemed appropriate by the Compensation Committee.



In the case of a mineral exploration company
with a significant asset in the advanced exploration/feasibility stage such as the Company, the Compensation Committee considers
the following aspects to be of primary importance in assessing the performance of executive officers:



| | a) | the ability to design, implement and carry out mineral property development in a safe, environmentally
appropriate, efficient and cost-effective basis;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | the ability to scope, and effectively oversee, the carrying out of programs designed to optimize
the Livengood Gold Project, taking into account the conclusions of the 2017 Pre-Feasibility Study on the project, and to integrate
the results of such programs on an ongoing basis;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | the ability to raise the significant and necessary capital to permit the Company to carry out the
work required to advance such a project through to a stage where a production decision can be considered;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) | the ability to locate and hire the appropriate personnel required to carry out a feasibility study
and permitting activities;
| | -- | -----------------------------------------------------------------------------------------------------------------------------



| | e) | should a production decision be made, the ability to finance, construct and operate a major mine
project, focus the Company’s resources and appropriately allocate such resources to the benefit of the Company as a whole;
and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | f) | the ability to ensure compliance by the Company with applicable
regulatory requirements and carry on business in a sustainable manner.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------



Elements of Compensation



Base Salaries



Base salaries are targeted at levels that
the Compensation Committee believes, based on the experience of the members of the Compensation Committee, to be generally competitive
with the base salaries paid by mining companies of a comparable size and state of development to the Company. Base salaries are
initially set through negotiation at the time of hire. Salary for individual executives is generally assessed based on years of
experience, potential, performance, business circumstances, market demands or other factors specific to the executive role. Base
salaries are reviewed annually by the Compensation Committee to determine if adjustments are appropriate or required, based on
the Compensation Committee’s subjective assessment of corporate and individual performance over the previous year and considering
the market conditions for the gold industry, changes in the Company’s organization, inflation, and changes in responsibilities
and retention requirements. On March 12, 2018, the Board approved recommendations by management to reduce corporate overhead costs,
including a reduction in CEO salary by 50% to reflect an approximate 50% reduction in the effort needed to perform CEO duties.



The Compensation Committee typically, in
consultation with the CEO, makes recommendations to the Board regarding the base salaries for executive officers of the Company
other than the CEO. The Compensation Committee is responsible for recommending the salary level of the CEO to the Board for approval.



14







Annual Incentives (Short-Term Incentives)



While the Company had previously implemented
a formal Annual Incentive Compensation Plan, the change in the focus of the Company towards the optimization program with respect
to the Company’s 2017 Pre-feasibility Study, and the significant reduction in field work and preparation for permitting and
simplification of corporate objectives has meant that the Compensation Committee has adopted an informal and subjective approach
to annual incentives, which are generally in the form of cash bonuses, when and if appropriate in the opinion of the Compensation
Committee.



Equity-Based Incentive Plans



2006 Incentive Stock Option Plan



The Stock Option Plan is designed to align
the interests of executives and those of shareholders through the opportunity of share ownership.



Recommendations for the grant of incentive
stock options are initially made by the CEO to the Compensation Committee, which is responsible for reviewing and considering any
such recommended grants and thereafter recommending the grant thereof (subject to any changes determined appropriate by the Compensation
Committee, including declining to recommend some or all of such grants, or amending the proposed terms thereof) to the Board, which
then makes the actual grants. Stock option allocations are made at the discretion of the Compensation Committee, considering the
Company’s performance and an employee’s individual performance. While the Compensation Committee aims to have individuals
with similar levels of responsibility holding approximately equivalent numbers of options, additional grants may be allocated to
those executives believed by the Compensation Committee to be in a position to more directly affect the success of the Company.
In addition, ranges are proposed for each organizational level of the Company, taking into consideration the number of shares available
for option.



In Fiscal Year 2018, the Company granted
incentive stock options to Mr. Karl Hanneman in connection with his 50% salary reduction effective on March 12, 2018. Mr. Hanneman
is entitled to purchase a total of 332,417 Common Shares in the capital stock of the Company at an issue price of C$0.61 per share.
The options vested 100% on the grant date (March 21, 2018) with an expiry date of March 21, 2024.



For a general description of the terms
and conditions of the Stock Option Plan, see “Securities Authorized For Issuance Under Equity Compensation Plans –
Stock Option Plan – General Description of the Stock Option Plan” on page 35.



Deferred Share Unit Incentive Plan



On April 4, 2017, the Company adopted a
Deferred Share Unit Plan (the “DSU Plan”). The DSU Plan was approved by the shareholders of the Company at the Company’s
annual general meeting of shareholders on May 24, 2017.



The purpose of the DSU Plan is to allow
the Company to grant deferred share units (“DSUs”), each of which is equivalent in value to a Common Share, to directors,
officers and employees of the Company and its subsidiaries (“Eligible Persons”) in recognition of their contributions
and to provide for an incentive for their continuing relationship with the Company. The granting of such DSUs is intended to promote
a greater alignment of the interests of Eligible Persons with the interests of shareholders.



On October 17, 2018, the Company granted
each director (other than directors nominated for election by Paulson) 101,220 DSUs with an aggregate grant date fair value of
C$83,000 (or C$0.82 per DSU). Each DSU vested immediately upon being granted, but the underlying Common Shares are not issuable
until the director ceases to serve as a director.



For a general description of the terms
and conditions of the Stock Option Plan, see “Securities Authorized For Issuance Under Equity Compensation Plans –
DSU Plan – General Description of the DSU Plan” on page 37.



Benefit, Perquisites and Pension Programs



Other Benefits and Perquisites



The Company’s wholly-owned U.S. subsidiary,
Tower Hill Mines (US) LLC (“Tower US”), which employs all personnel, has a benefit program in place, including medical
and dental benefits and basic life insurance, which applies to all permanent employees of Tower US. The Company believes that such
a plan is an important consideration in attracting the necessary personnel.



Executive Retirement Plan



The Company does not have a defined benefit
pension plan for any of its executive officers or other employees. However, through Tower US, the Company makes contributions to
a 401(k) plan on behalf of each of Tower US’s employees, including executive officers, equal to 3% of their base salaries
up to the contribution limit as prescribed by the U.S. Internal Revenue Service. In Fiscal Year 2018, contributions totaling $5,538
were made by Tower US on behalf of the named executive officers.



15







Compensation Risk Management



The Board annually reviews and approves
the Company’s strategic plan, considering business opportunities, level of risks consistent with the Company’s risk
appetite, cost implications, health, safety and environmental standards and alignment with the objectives at the Company’s
Livengood Gold Project in Alaska. At the present, these objectives are focused primarily on completing the ongoing project optimization
work plan and maintaining the baseline environmental data collection program, as required to support future permitting. In the
Compensation Committee’s view, this focus in and of itself provides a lower risk profile and reduces the risk that compensation
matters will not be consistent with prudent risk-taking. The reduction in short-term incentives, such as cash bonuses, coupled
with the continued use and emphasis on share-based compensation through longer term incentive stock options with deferred vesting
provisions is a measure of time risk, focusing on longer-term performance.



The Board’s review of the Company’s
compensation practices considers the business risk thereof to the Company in the context of the mineral resource industry. The
Board reviews and approves annual corporate objectives in the context of approved annual budgets and maintains a formal system
of corporate and financial authority levels to ensure compliance with the approved budget.



Effects of Internal Revenue Code Section
409A on Executive Compensation



Section 409A of the Internal Revenue Code
generally affects the grants of most forms of deferred compensation. The Company’s compensation program is designed to comply
with the final regulation of the U.S. Internal Revenue Service and other guidance with respect to Section 409A of the Internal
Revenue Code and the Company expects to administer its compensation programs accordingly. The provisions of the NEO employment
agreements include provisions to change the timing of payments of which may be required affecting any additional taxes or interest
and amending agreements without impairing the economic benefits to the NEO, but in no event shall the Company be liable to any
NEO for any taxes, penalties, or interest that may be due as a result of the application of Internal Revenue Code Section 409A.



Compensation Committee Report



The information contained in the following
Compensation Committee Report shall not be deemed “soliciting material” or “filed” with the SEC, nor shall
such information be incorporated by reference into a future filing under the Securities Act of 1933, as amended, or the Exchange
Act, except to the extent the Company specifically incorporates this report by reference therein.



The Compensation Committee has reviewed
and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such
review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.



This Report has been submitted by the following
members of the Compensation Committee:



Thomas Weng, Chair

Damola Adamolekun

John Ellis



Total Shareholder Return Performance
 – Performance Graph



The following chart compares the total
cumulative shareholder return on $100 invested in Common Shares on December 31, 2013 with the cumulative total returns of the S&P/TSX
Composite Index and S&P/TSX Global Gold Index for the five most recently completed financial years.



16







Cumulative Total Shareholder ReturnInternational Tower Hill Mines vs S&P/TSX Composite Index and S&P/TSX Global Gold Index







|                               |  | 12/31/2013 |        |  | 12/31/2014 |  |        | 12/31/2015 |  |  | 12/31/2016 |  |  | 12/31/2017 |        |  | 12/30/2018 | 
|------------------------------ |  | ---------- | ------ |  | ---------- |  | ------ | ---------- |  |  | ---------- |  |  | ---------- | ------ |  | ---------- | 
|International Tower Hill Mines |  |            | 100.00 |  |            |  | 123.81 |            |  |  | 64.29      |  |  |            | 178.57 |  |            | 
|S&P/TSX Composite Index        |  |            | 100.00 |  |            |  | 107.42 |            |  |  | 95.51      |  |  |            | 112.23 |  |            | 
|S&P/TSX Global Gold Index      |  |            | 100.00 |  |            |  | 93.19  |            |  |  | 82.79      |  |  |            | 124.16 |  |            | 



As can be seen from the foregoing graph,
the Company’s performance generally has directionally tracked the performance of the S&P/TSX Global Gold Index over the
last five years. Over this period, both the Company’s performance and the S&P/TSX Global Gold Index have exceeded the
performance of the S&P/TSX Composite Index. However, the volatility of the Company’s stock price over the period is greater
than either the S&P/TSX Global Gold Index or the S&P/TSX Global Gold Index. In late 2012, gold prices had a steady decline
and investor sentiment turned negative towards mining equities with projects with lower grade resources requiring large capital
expenditures. During 2014 through 2018, the Company has progressed on a number of opportunities with the potential for optimization
and reducing costs of building and operating a mine at the Livengood Gold Project. The change in shareholder return can be generally
attributed to the change in the gold price, the long-term nature of the Company’s optimization process which results in significant
periods of time without significant news flow, and the updated technical report on SEDAR entitled “NI 43-101 Technical Report
Pre-feasibility Study of the Livengood Gold Project, Livengood, Alaska, USA” dated March 8, 2017 and signed April 10, 2017.



The total compensation for NEOs decreased
38% between 2017 and 2018. Cash compensation for NEO’s (salary and bonus) decreased 44% between 2017 and 2018 as a result
of the CEO transitioning to 50% time. In 2017, options were granted in connection with the appointment of a new CEO. In March 2018,
options were granted in connection with the CEO transition to 50% time. The Company’s overall compensation to NEOs has been
generally aligned to the progress made on advancing the Livengood Gold Project. The CEO has achieved substantially all performance
objectives established by the Board while making progress in the optimization of the Livengood Gold Project. Such optimization,
while significantly benefiting the Company and the Livengood Gold Project and positioning it for potential advantage in a rising
gold market, does not translate into share price performance, which is essentially directly tied to the current gold prices.



17







Summary Compensation Table



The following table sets forth the compensation
for each named executive officer (“NEO”) during the years ended December 31, 2018 and 2017.





|Name and Principal
Position |  | Year |      |  | Salary ($) |  |         | Bonus ($) |  |  | Stock Awards ($) |  |  | Option Awards(1) ($) |   |  | All other compensation(2) ($) |  |         | Total Compensation ($) | 
|--------------------------- |  | ---- | ---- |  | ---------- |  | ------- | --------- |  |  | ---------------- |  |  | -------------------- | - |  | ----------------------------- |  | ------- | ---------------------- | 
|Karl Hanneman,              |  |      | 2018 |  |            |  | 184,615 |           |  |  | -                |  |  |                      | - |  |                               |  | 124,166 |                        | 
|CEO(3)                      |  |      | 2017 |  |            |  | 291,058 |           |  |  | -                |  |  |                      | - |  |                               |  | 79,963  |                        | 
|David Cross                 |  |      | 2018 |  |            |  | 55,579  |           |  |  | -                |  |  |                      | - |  |                               |  | -       |                        | 
|CFO(4)                      |  |      | 2017 |  |            |  | 55,585  |           |  |  | -                |  |  |                      | - |  |                               |  | -       |                        | 





| | (1) | Amount represents the grant date fair value of option
awards. The grant date fair value of option awards was calculated in accordance with Financial Accounting Standards Board Codification
Topic 718. Canadian dollar amounts were translated to U.S. dollars using the exchange rate on the date of grant.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Amounts in “All other compensation” represent
contributions to the Company’s 401(k) plan and, in 2018, includes $63,877, representing the fair value of the date of grant
of 101,220 DSUs issued to Mr. Hanneman as a director of the Company on October 17, 2018.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Mr. Hanneman was appointed CEO on January 31, 2017. Prior
to that, Mr. Hanneman had served as Chief Operating Officer since March 26, 2015 and, prior to that, as the General Manager of
the Livengood Gold Project. On May 30, 2018, Mr. Hanneman was elected to the Board.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Mr. Cross was appointed Chief Financial Officer on May
11, 2015.
| | --- | ----------------------------------------------------------------



Grants of Plan-Based Awards



A summary of plan-based awards granted
during the year ended December 31, 2018 to each NEO is set forth below. All grants were made under the Stock Option Plan.



|Grants of Plan Based Awards
|---------------------------
|Name                       
|Karl Hanneman, COO/CEO(2)  
|David Cross, CFO           



| | (1) | Amount represents the grant date fair value of option
awards. The grant date fair value of option awards was calculated in accordance with Financial Accounting Standards Board Codification
Topic 718. Canadian dollar amounts were translated to U.S. dollars using the exchange rate on the date of grant.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr. Hanneman was appointed CEO on January 31, 2017. Prior
to that, Mr. Hanneman had served Chief Operating Officer since March 26, 2015 and, prior to that, as the General Manager of the
Livengood Gold Project.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Outstanding Equity Awards



The following table sets forth the option-based
awards granted to the NEOs that were outstanding as at December 31, 2018 (based on vesting as it existed at December 31, 2018):





|Outstanding
    Equity Awards at 2018 Fiscal Year End
|-----------------------------------------------------
|Name                                                 
|Karl
    Hanneman(2)                                 
|COO/CEO                                              
|                                                     
|                                                     
|David Cross(3)                                       
|CFO                                                  







| | (1) | Except for the options granted to Mr. Hanneman on October
23, 2017 and March 21, 2018, all options presented in this table vested as to one-third on the date of grant, one-third on the
first anniversary of the grant date, and one-third on the second anniversary of the grant date. The options granted to Mr. Hanneman
on October 23, 2017 vested as to one-third on the grant date, one-third on February 1, 2018, and will vest as to the remaining
one-third on February 1, 2019. The options granted to Mr. Hanneman on March 21, 2018 vested 100% on the grant date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr. Hanneman was appointed CEO on January 31, 2017 and
prior to that date, had been Chief Operating Officer since March 26, 2015.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------

| | (3) | Mr. Cross was appointed CFO on May 11, 2015.
| | --- | --------------------------------------------



18







Except as otherwise noted, the Company
has not granted any share-based awards to NEOs, and there are no estimated future payouts under non-equity or equity incentive
plan awards.



None of the NEOs exercised option-based
awards during the year ended December 31, 2018.



Employment Agreements, Termination and
Change of Control Benefits



Karl Hanneman (CEO)



Effective March 12, 2018, Karl Hanneman,
the Company’s CEO, entered into a new employment agreement with Tower Hill Mines (US) LLC. Under the new employment agreement,
Mr. Hanneman will continue to be responsible for all duties normally incidental to the position of CEO. However, due to a 50% reduction
in the amount of time required to perform those duties as the scope of work the Company is performing is reduced, the base salary
Mr. Hanneman is entitled to receive has been reduced by 50% from $300,000 to $150,000 per year. Mr. Hanneman continues to be eligible
for an annual performance bonus targeted at 100% of his base salary. The new employment agreement also provides for standard benefits
and contains customary confidentiality and non-competition provisions.



The employment agreement with Mr. Hanneman
is for an indefinite term and is an “at will” agreement, which means that either Tower US or Mr. Hanneman may terminate
the employment relationship without notice and without payment of any compensation (including voluntary resignation, retirement,
termination with or without cause) except as otherwise provided. Mr. Hanneman’s employment agreement specifically provides
for a severance payment upon termination under certain events. Under the terms of the employment agreement, the Company may terminate
Mr. Hanneman’s employment in its sole discretion without cause and for any reason whatsoever, in which event Mr. Hanneman
would be entitled to receive an amount equal to his annual base salary plus the portion of annual bonus earned. Under the terms
of the employment agreement, upon termination after a change of control, Mr. Hanneman would be entitled to receive an amount equal
to his annual base salary plus the annual performance bonus (at target), immediate vesting of any unvested stock options and continuation
of medical benefits for a period of one year.



“Change of Control” means:



| | (a) | any person or group of affiliated or associated persons
acquires more than 50% of the voting power of the Company;
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (b) | the consummation of a sale of all or substantially all
of the assets of the Company;
| | --- | ------------------------------------------------------------------------------------



| | (c) | the liquidation or dissolution of the Company;
| | --- | ----------------------------------------------



| | (d) | a majority of the members of the Board are replaced during
any 12-month period by Board members whose nomination or election was not approved by the members of the Board at the beginning
of such period (the “Incumbent Board”) (provided that any subsequent members of the Board whose nomination or election
was previously approved by the Incumbent Board shall thereafter be also deemed to be a member of the Incumbent Board); or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | the consummation of any merger, consolidation, or reorganization
involving the Company in which, immediately after giving effect to such merger, consolidation or reorganization, less than 51%
of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the shareholders of the Company
immediately prior to such merger, consolidation or reorganization. Notwithstanding the foregoing, in no event shall a Change of
Control be deemed to occur in the event of a sale of Company securities or debt as part of a bona fide capital raising transaction
or internal corporate reorganization.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



David Cross (CFO)



Upon David Cross’s appointment as
CFO on May 11, 2015, the Company and Mr. Cross entered into a consulting agreement. Pursuant to the terms of this agreement, Mr.
Cross has agreed to act a Chief Financial Officer of the Company (“CFO”). As consideration for so acting, pursuant
to the agreement Mr. Cross received an initial grant of 30,000 incentive stock options on June 9, 2015 (see the “Outstanding
Equity Awards” table as at December 31, 2017 above for a description of vesting and other terms applicable to Mr. Cross’s
option grant), and will be granted such further and additional incentive stock options as the Board may from time to time in its
sole discretion determine, having regard to Mr. Cross’s position as a senior officer of the Company and his corresponding
obligations in respect thereof, and his performance of the stipulated services under the agreement. The agreement does not provide
for a fixed term, and is terminable by either the Company or Mr. Cross on 90 days’ notice, provided that the Company may
terminate the agreement at any time upon notice if Mr. Cross is guilty of conduct that would, at common law, constitute just cause
for summary dismissal of Mr. Cross if he were an employee of the Company, or if he is unwilling or unable to provide the stipulated
services, either competently and efficiently or at all, or in the case of Mr. Cross declaring bankruptcy. No severance is payable
other than as required by the notice provision (90 days).



19







Concurrent with the appointment of Mr.
Cross as CFO, the Company entered into a consulting agreement with Cross Davis & Company LLP (“Cross Davis”), a
general accounting firm of which Mr. Cross is a partner. Pursuant to such agreement, Cross Davis provides corporate accounting
support to the Company in exchange for a monthly fee of C$6,000 per month, plus GST. If the Company requests Cross Davis to provide
additional services not specifically set out in the agreement, then the Company will pay for such services at a fee to be agreed.
The agreement does not provide for a fixed term, and is terminable by either the Company or Cross Davis on 90 days’ notice,
provided that the Company may terminate the agreement at any time upon notice if Cross Davis becomes bankrupt, or if it is unwilling
or unable to provide the stipulated services, either competently and efficiently or at all. No payment is due upon termination
other than as required by the notice provision (90 days).



The following table shows the estimated
severance payment payable to the Company’s current NEOs if they were terminated on December 31, 2018 after a Change of Control.



|Name               |  | Salary ($) |         |  | Bonus ($) |  |         | Stock Option  Awards |  |  | All Other Compensation ($) |  |  | Total ($) |            
|------------------ |  | ---------- | ------- |  | --------- |  | ------- | -------------------- |  |  | -------------------------- |  |  | --------- | -----------
|Karl Hanneman, CEO |  |            | 150,000 |  |           |  | 150,000 |                      |  |  | -                          |  |  |           | 35,000     
|David Cross, CFO   |  |            | N/A     |  |           |  | N/A     |                      |  |  | -                          |  |  |           | C$18,000(2)



| | (1) | Estimated based on annual salary contribution to the
401(k) plan subject to the contribution limit as prescribed by the Internal Revenue Service and continuation of medical benefits
for a period of twelve months.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Represents the amount payable assuming the required 3
months’ notice is not given and therefore a payout of 3 months’ consulting fees is required.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------



Director Compensation



The Board has approved the payment of annual
retainer fees to the non-management directors of the Company in recognition of the fact that service as a director in an active
resource exploration company such as the Company requires a significant commitment of time and effort and the assumption of increasing
liability. As part of the Company’s effort to reduce corporate overhead costs beginning in 2018, the annual retainer for
non-Paulson directors was reduced to C$10,000 in 2018.



Pursuant to the IRA, the directors who
are nominees of Paulson are not entitled to receive any salary or other compensation (including directors’ fees) for their
service as directors. Accordingly, neither Mr. Kim (Chair) nor Mr. Adamolekun receive any compensation for serving on the Board.



The Company reimburses all directors (including
Paulson nominees) for their actual out-of-pocket costs incurred in attending Board and Board committee meetings. In addition, all
directors have the benefit of customary directors’ and officers’ liability insurance providing coverage in amounts
and terms satisfactory to Paulson. In addition, the Company is required to enter into indemnity agreements with each such director
substantially in a form agreed by Paulson.



Director Compensation Table



The following table discloses all amounts
of compensation provided to the Company’s directors for the Company’s most recently completed financial year.



|Name                 |  | Fees Earned or Paid in Cash ($) |        |  | Option Awards ($) |  |   | All Other Compensation($)(1) |  |  | Total ($) | 
|-------------------- |  | ------------------------------- | ------ |  | ----------------- |  | - | ---------------------------- |  |  | --------- | 
|Damola Adamolekun(2) |  |                                 | -      |  |                   |  | - |                              |  |  | -         | 
|Anton Drescher       |  |                                 | 13,058 |  |                   |  | - |                              |  |  | 63,877    | 
|John Ellis           |  |                                 | 13,058 |  |                   |  | - |                              |  |  | 63,877    | 
|Stuart Harshaw(3)    |  |                                 | 5,742  |  |                   |  | - |                              |  |  | 63,877    | 
|Thomas Irwin         |  |                                 | 13,058 |  |                   |  | - |                              |  |  | 63,877    | 
|Marcelo Kim(2)       |  |                                 | -      |  |                   |  | - |                              |  |  | -         | 
|Stephen Lang         |  |                                 | 13,058 |  |                   |  | - |                              |  |  | 63,877    | 
|Thomas Weng          |  |                                 | 13,058 |  |                   |  | - |                              |  |  | 63,877    | 



| | (1) | On October 17, 2018, each director other than the Paulson
nominees received 101,220 DSUs having a fair value on the date of grant of $63,877.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | As nominees of Paulson under the IRA, neither Mr. Adamolekun
nor Mr. Kim is entitled to receive any compensation for acting as a director of the Company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Mr. Harshaw was appointed to the Board effective April
1, 2018 to fill the vacancy that resulted from General Hamilton’s November 6, 2017 resignation.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------



20







Outstanding Option-Based Awards



The following table sets forth the option-based
awards granted to directors that were outstanding as at December 31, 2018 (based on vesting as it existed at December 31, 2018):





|Option-based
    Awards
|-----------------------
|Name                   
|Damola Adamolekun      
|Anton Drescher         
|                       
|                       
|John Ellis             
|                       
|Stuart Harshaw         
|Thomas Irwin           
|                       
|                       
|Stephen Lang           
|                       
|Thomas Weng            
|                       
|                       
|Marcelo Kim            





| | (1) | Valued using the closing market price of Common Shares
on the TSX on December 31, 2018 (C$0.52 per share) less the exercise price per share.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------



In addition to the options described above,
each of the Company’s directors (other than the Paulson nominees) received a grant of 101,220 DSUs during the year ended
December 31, 2018. Each DSU vests immediately and will entitle the holder to receive an equivalent number of Common Shares when
the director in question ceases to serve as a director.



Table of Annual Burn Rate



The following table sets forth the annual
burn rate of all equity compensation plans of the Company for the last three financial years. The annual burn rate is expressed
as a percentage of number of securities granted under all equity compensation plans of the Company during the applicable financial
year over the weighted average number of securities outstanding for the applicable financial year.



|                                                                                            |  | Financial Year 2018 |             |   | Financial Year 2017 |  |             | Financial Year 2016 | 
|------------------------------------------------------------------------------------------- |  | ------------------- | ----------- | - | ------------------- |  | ----------- | ------------------- | 
|Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |  |                     | 1,128,625   |   |                     |  | 250,000     |                     | 
|Weighted Average Number of Securities Outstanding                                           |  |                     | 182,051,570 |   |                     |  | 162,284,057 |                     | 
|Burn Rate                                                                                   |  |                     | 0.62        | % |                     |  | 0.15        | %                   | 



Stock Option Plan



The Stock Option Plan was approved by shareholders
of the Company in September 2006, and subsequently re-approved by shareholders of the Company in November 2007, October 2008 and
October 2009. The Stock Option Plan was subsequently amended and approved by shareholders in September 2012 and May 2015, and re-approved
by shareholders of the Company in May 2018. The Stock Option Plan is a “rolling” plan, which means that the maximum
number of Common Shares that may be issued pursuant to the exercise of options granted under the Stock Option Plan is 10% of the
number of issued and outstanding Common Shares as at the date of grant.



21







Purpose of the Stock Option Plan



The Stock Option Plan is intended as an
incentive to enable the Company to attract and retain qualified directors, officers, employees and consultants of the Company and
its affiliates, promote a proprietary interest in the Company and its affiliates among its employees, officers, directors and consultants,
and stimulate the active interest of such persons in the development and financial success of the Company and its affiliates.



General Description of the Stock
Option Plan



The Stock Option Plan is administered by
the Compensation Committee. Options are granted by the Board based upon the recommendations of the Compensation Committee. The
following is a brief description of the Stock Option Plan, which description is qualified in its entirety by the Stock Option Plan.



| | 1. | Options may be granted to Employees, Officers, Directors,
Non-Employee Directors, Management Company Employees, and Consultants (all as defined in the Stock Option Plan) of the Company
and its affiliates who are, in the opinion of the Compensation Committee, in a position to contribute to the success of the Company
or any of its affiliates or who, by virtue of their service to the Company or any predecessors thereof or to any of its Affiliates,
are in the opinion of the Compensation Committee, worthy of special recognition.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The aggregate number of Common Shares that may be made
issuable pursuant to options granted under the Stock Option Plan at any particular time, unless otherwise approved by shareholders,
may not exceed that number which is equal to 10% of the Common Shares issued and outstanding at such time. For greater certainty,
in the event options are exercised, expire or otherwise terminate, the Company may (subject to such 10% limit) grant an equivalent
number of new options under the Stock Option Plan and the Company may (subject to such 10% limit) continue to grant additional
options under the Stock Option Plan as its issued capital increases, even after the Stock Option Plan has received regulatory
acceptance and shareholder approval.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | The number of Common Shares subject to each option will
be determined by the Board at the time of grant (based upon the recommendations of the Compensation Committee), provided that
the maximum aggregate number of Common Shares issued pursuant to the exercise of options granted to insiders under the Stock Option
Plan (together with those Common Shares which may be issued pursuant to any other security-based compensation plan of the Company
or any other options for services granted by the Company) within a 12 month period shall not exceed 10% of the issued and outstanding
number of Common Shares. Subject to the overall 10% limit described in 2 above, and the limitations on options to insiders as
set forth above, there is no maximum limit on the number of options which may be granted to any one person.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The exercise price of an option will be set by the Compensation
Committee in its discretion, but such price shall be fixed in compliance with the applicable provisions of the TSX Company Manual
in force at the time of grant and, in any event, will not be less than the closing price of the Common Shares on the TSX on the
day prior to the option grant.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Options may be exercisable for a period of up to ten
years from the date of grant. The Stock Option Plan does not contain any specific provisions with respect to the causes of cessation
of entitlement of any optionee to exercise his or her option, provided, however, that the Board may, at the time of grant, determine
that an option will terminate within a fixed period (which is shorter than the option term) upon the ceasing of the optionee to
be an eligible optionee (for whatever reason) or upon the death of the optionee, provided that, in the case of the death of the
optionee, an option will be exercisable only within one year from the date of the optionee’s death.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Notwithstanding the expiry date of an option set by the
Board, the expiry date will be adjusted, without being subject to the discretion of the Board or the Compensation Committee, to
take into account any blackout period imposed on the optionee by the Company. If the expiry date falls during, or within 10 business
days after, a blackout period, then the expiry date of such option will, without any further action by the Compensation Committee
or the Board, be extended to the close of business on the tenth business day after the end of such blackout period.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | The Stock Option Plan does not provide for any specific
vesting periods. The Compensation Committee may, at the time of grant of an option, determine when that option will become exercisable
and any applicable vesting periods, and may determine that that option will be exercisable in installments.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | On the occurrence of a takeover bid, issuer bid or going
private transaction, the Board has the right to accelerate the date on which any option becomes exercisable and may, if permitted
by applicable legislation, permit an option to be exercised conditional upon the tendering of the Common Shares thereby issued
to such bid and the completion of, and consequent taking up of such Common Shares under, such bid or going private transaction.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22







| | 9. | Options are non-assignable (except as specifically provided
in the Stock Option Plan in the event of the death of the optionee), and may, during his or her lifetime, only be exercised by
the optionee.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10. | The exercise price per Common Share under an option may
be reduced, at the discretion of the Board (upon the recommendation of the Compensation Committee), if (a) at least six months
has elapsed since the later of the date such option was granted and the date the exercise price for such option was last amended
and (b) if required by the TSX, shareholder approval (including disinterested shareholder approval) is obtained.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 11. | If there is any change in the number of Common Shares
outstanding through any declaration of a stock dividend or any consolidation, subdivision or reclassification of the Common Shares,
the number of Common Shares available under the Stock Option Plan, the Common Shares subject to any granted stock option and the
exercise price thereof will be adjusted proportionately, subject to any approval required by the TSX. If the Company amalgamates,
merges or enters into a plan of arrangement with or into another corporation, and the Company is not the surviving or acquiring
corporation, then, on any subsequent exercise of such option, the optionee will receive such securities, property or cash which
the optionee would have received upon such reorganization if the optionee had exercised his or her option immediately prior to
the record date.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 12. | The Stock Option Plan provides that, subject to the policies,
rules and regulations of any lawful authority or regulatory body having jurisdiction over the Company (including the TSX), the
Board may, at any time, without further action or approval by the shareholders of the Company, amend the Stock Option Plan or
any option granted under the Stock Option Plan (or related stock option agreement) for administrative purposes or in such other
respects as it may consider advisable including, without limitation, to:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | ensure that the options granted under the Stock Option
Plan will comply with any provisions respecting stock options in tax and other laws in force in any country or jurisdiction of
which a optionee to whom an option has been granted may from time to time be resident or a citizen;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | correct any defect or omission or reconcile any inconsistency
in the Stock Option Plan, any option or option agreement;
| | --- | -----------------------------------------------------------------------------------------------------------------------



| | (c) | change the vesting provisions of an option or the Stock
Option Plan;
| | --- | --------------------------------------------------------------------



| | (d) | subject to (m) below, change termination provisions of
an option;
| | --- | -----------------------------------------------------------------



| | (e) | add or modify a cashless exercise feature providing for
payment in cash or securities upon the exercise of options;
| | --- | -------------------------------------------------------------------------------------------------------------------



| | (f) | ensure compliance with applicable laws or the requirements
of the TSX or any regulatory body or stock exchange with jurisdiction over the Company;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | (g) | add or change provisions relating to any form of financial
assistance provided by the Company to participants under the Stock Option Plan that would facilitate the purchase of securities
under the Stock Option Plan;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



provided that shareholder
approval shall be obtained for any amendment that results in:



| | (h) | an increase in the common shares issuable under options
granted pursuant to the Stock Option Plan;
| | --- | --------------------------------------------------------------------------------------------------



| | (i) | a change in the persons who qualify as participants eligible
to participate under the Stock Option Plan;
| | --- | --------------------------------------------------------------------------------------------------------



| | (j) | a reduction in the exercise price of an option;
| | --- | -----------------------------------------------



| | (k) | the cancellation and reissuance of any option;
| | --- | ----------------------------------------------



| | (l) | the extension of the term of an option;
| | --- | ---------------------------------------



| | (m) | a change in the insider participation limit contained
in subsection 5.1(b) (see paragraph 3 above);
| | --- | ---------------------------------------------------------------------------------------------------



| | (n) | options becoming transferable or assignable other than
for the purposes described in section 10; and
| | --- | ----------------------------------------------------------------------------------------------------



| | (o) | a change in the amendment provisions contained in section
16 (the section which permits the foregoing amendments).
| | --- | ------------------------------------------------------------------------------------------------------------------



DSU Plan



The DSU Plan was approved by the shareholders
of the Company on May 24, 2017. The DSU Plan must be re-approved by the shareholders of the Company every three years.



23







Purpose of the DSU Plan



The purpose of the DSU Plan is to allow
the Company to grant DSUs, each of which is equivalent in value to a Common Share, to directors, officers and employees of the
Company or a subsidiary of the Company (“Eligible Persons”) in recognition of their contributions and to provide for
an incentive for their continuing relationship with the Company. The granting of such DSUs is intended to promote a greater alignment
of the interests of Eligible Persons with the interests of shareholders.



General Description of the DSU Plan



The DSU Plan is administered by the Compensation
Committee. The following is a brief description of the DSU Plan, which description is qualified in its entirety by the DSU Plan.



| | 1. | The Compensation Committee, from time to time in its
sole discretion, may grant DSUs to Eligible Persons (“Participants”). In respect of each grant of DSUs, the Compensation
Committee will determine on the date of any such grant (i) the number of DSUs allocated to the Participant, (ii) whether the Participant
will be entitled to elect to receive a cash payment in lieu of Common Shares in respect of such DSUs on the Distribution Date
(as defined below) (such DSUs, “Cash Option DSUs”), (iii) any vesting conditions that may be applicable to such grant,
and (iv) such other terms and conditions of the DSUs applicable to the grant.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Unless otherwise provided at the time of grant, DSUs
will be fully vested upon being granted. One or more accounts (each, an “Account”) will be maintained by the Company
in respect of each Participant and will be credited by means of a book-keeping entry with DSU’s granted to such Participant
from time to time.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Notwithstanding any other provision of the DSU Plan:
| | -- | ----------------------------------------------------



| | (a) | the maximum number of Common Shares issuable pursuant
to outstanding DSUs at any time will be limited to 10% of the aggregate number of issued and outstanding Common Shares, provided
that the maximum number of Common Shares issuable pursuant to outstanding DSUs and all other security-based compensation arrangements
(which includes the Stock Option Plan), may not exceed 10% of the Common Shares outstanding from time to time;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the number of Common Shares reserved for issuance to
any one Participant under all security based compensation arrangements may not exceed 5% of the issued and outstanding Common
Shares;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | the number of Common Shares issuable to insiders (as
defined in the TSX Company Manual), at any time, under all security-based compensation arrangements, may not exceed 10% of the
issued and outstanding Common Shares; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | the number of Common Shares issued to insiders, within
any one year period, under all security based compensation arrangements, may not exceed 10% of the issued and outstanding Common
Shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For the purposes of the above
limitations, issued and outstanding Common Shares are computed on a non-diluted basis. Any increase in the issued and outstanding
Common Shares (whether as a result of the issue of Common Shares pursuant to DSUs or otherwise) will result in an increase in the
number of Common Shares that may be issued pursuant to DSUs outstanding at any time and any increase in the number of DSUs granted
will, upon the issue of Common Shares pursuant thereto, make new grants available under the DSU Plan. Further, if the acquisition
of Common Shares by the Company for cancellation should result in the foregoing tests no longer being met, this will not constitute
non-compliance with the above limitations for any grants outstanding prior to such purchase of Common Shares for cancellation.
DSUs that are cancelled or terminated will result in the Common Shares that were reserved for issuance thereunder being available
for a subsequent grant of DSUs pursuant to the DSU Plan to the extent of any Common Shares issuable thereunder that are not issued
under such cancelled or terminated DSUs.



| | 4. | A Participant who ceases to hold any office as a director,
officer or employee of the Company or a subsidiary of the Company, including as a result of disability or death (the date of such
cessation, the “Separation Date”), will have the right to receive, subject to adjustment where cash dividends are
paid in Common Shares, that number of Common Shares from treasury (“Payment Shares”) equal to the number of DSUs in
the Participant’s Account(s) or, in the case of Cash Option DSUs and upon the election of the Participant, a cash payment
(a “Cash Payment”) in lieu of Payment Shares in respect of a portion or all of such DSUs, on the date (the “Distribution
Date”) that the Participant may elect by written notice delivered to the Chief Financial Officer of the Company on or before
November 15 of the calendar year following the calendar year in which the Separation Date occurs; provided however, that in no
event will the Distribution Date be earlier than the Separation Date or later than December 1 of the calendar year following the
calendar year in which the Separation Date occurs. If the Participant fails to deliver such notice, the Distribution Date will
be deemed to be December 1 of the calendar year following the calendar year in which the Separation Date occurs.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24







| | 5. | A Cash Payment, if applicable, will be equal to (a) the
number of DSUs in respect of which the Participant has elected to receive cash in lieu of Payment Shares multiplied by (b) the
Fair Market Value (as defined in the DSU Plan) of a Common Share on the Distribution Date.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | The Payment Shares and/or, where applicable, the Cash
Payment will be issued or paid within ten (10) business days after the Distribution Date. Upon payment in full of the value of
all of the DSUs in the Participant’s Account(s) by way of Payment Shares and/or a Cash Payment, as the case may be, less
any applicable withholding taxes, the DSUs will be cancelled and no further payments will be made to the Participant under the
DSU Plan.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | In the event: (a) of any change in the Common Shares
through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; (b) that any rights are granted to all
or substantially all shareholders to purchase Common Shares at prices substantially below Fair Market Value as of the date of
grant (other than the payment of dividends in respect of the Common Shares); or (c) that, as a result of any recapitalization,
merger, consolidation or other transaction, the Common Shares are converted into or exchangeable for any other securities or property,
the Board may make such adjustments to the DSU Plan, the agreements documenting each grant under the DSU Plan (the “DSU
Agreements”) and the DSUs outstanding under the DSU Plan as the Board may, in its discretion, consider appropriate in the
circumstances to prevent dilution or enlargement of the rights granted to Participants and/or to provide for the Participants
to receive and accept such other securities or property in lieu of Common Shares as the Board in its discretion considers fair
and appropriate in the circumstances, and the Participants will be bound by any such determination.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | The Board may amend, suspend or discontinue the DSU Plan
or amend any DSU or DSU Agreement at any time without the consent of any Participant, provided that such amendment, suspension
or termination will not adversely alter or impair the rights of any Participant in respect of any DSU previously granted to such
Participant under the DSU Plan, except as otherwise permitted under the DSU Plan. In addition, the Board may, by resolution, amend
the DSU Plan or any DSU granted under it (together with any related DSU Agreement) without shareholder approval; provided, however,
that at any time while the Common Shares are listed for trading on the TSX, the Board will not be entitled to amend the DSU Plan
or any DSU granted under it (together with any related DSU Agreement) without shareholder and, if applicable, TSX acceptance:
(a) to increase the maximum number of Common Shares issuable pursuant to the DSU Plan; (b) to permit the assignment or transfer
of a DSU other than as provided for in the DSU Plan; (c) to add to the categories of persons eligible to participate in the DSU
Plan; (d) to remove or amend the limits on issuances to insiders under the DSU Plan; (e) to remove or amend the amendment provisions
of the DSU Plan; or (f) in any other circumstances where TSX and shareholder approval is required by the TSX.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | If the Board terminates or suspends the DSU Plan, previously
credited DSUs will remain outstanding and in effect in accordance with the terms of the DSU Plan.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10. | Except as required by law, the rights of a Participant
under the DSU Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged
and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Outstanding Options and DSUs



Notwithstanding any other provision of
the Stock Option Plan or the DSU Plan, the maximum number of Common Shares issuable pursuant to security-based compensation arrangements
(including the Stock Option Plan and the DSU Plan) may not exceed 10% of the Common Shares outstanding from time to time.



As at April 11, 2019, the Company had stock
options to potentially acquire 3,534,817 Common Shares outstanding under the Stock Option Plan (representing approximately 1.89%
of the outstanding Common Shares) and 1,356,975 outstanding DSUs (representing approximately 0.73% of the outstanding Common Shares),
leaving up to 13,819,393 Common Shares available for future grants under the Stock Option Plan and the DSU Plan as at that date.



MANAGEMENT CONTRACTS



The management functions of the Company
during 2018 were not, to any substantial degree, performed by a person or persons other than the Company’s directors or senior
officers.



25







ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth certain
information regarding beneficial ownership of the Common Shares, as of April 11, 2019, by each person known by the Company to be
the beneficial owner of more than 5% of the outstanding Common Shares. The percentage of beneficial ownership is based on 187,111,857
Common Shares outstanding as of April 11, 2019. Except as indicated in the footnotes to this table and pursuant to applicable community
property laws, to our knowledge, each beneficial owner named in the table has sole voting and investment power with respect to
the Common Shares set forth opposite such beneficial owner’s name. The information provided in this table is based on the
Company’s records and information filed with the SEC or the British Columbia Securities Commission, unless otherwise noted.



|Name and Address of Beneficial Owner                                                                  |  | Amount and Nature ofBeneficial Ownership(1) |            |  | Percentage of  Common Shares | 
|----------------------------------------------------------------------------------------------------- |  | ------------------------------------------- | ---------- |  | ---------------------------- | 
|Paulson & Co., Inc.(2) 1133 Avenue of the Americas New York, New York 10036                           |  |                                             | 59,593,314 |  |                              | 
|Tocqueville Asset Management, L.P.(3) 40 W. 57th Street, 19th Floor New York, New York 10019          |  |                                             | 30,181,069 |  |                              | 
|Electrum Strategic Opportunities Fund II L.P. 535 Madison Avenue, 12th Floor New York, New York 10022 |  |                                             | 26,571,380 |  |                              | 



| | (1) | Beneficial ownership is determined in accordance with
the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with Rule 13d-3(d)(1)
under the Exchange Act, the applicable ownership total for each person is based on the number of Common Shares held by such person
as of April 11, 2019, plus any securities to which such person has the right to acquire beneficial ownership within 60 days of
April 11, 2019, including those securities held by such person exercisable for or convertible into Common Shares within 60 days
after April 11, 2019. Unless otherwise noted, each person and group identified possesses sole voting and investment power with
respect to the shares shown opposite such person’s or group’s name.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Paulson is the investment advisor of a number of investment
funds and managed accounts of private clients and institutional groups (collectively, the “PC Accounts”). Paulson
does not itself own any securities of the Company, but has authority to exercise control or direction over such securities as
the investment advisor of the PC Accounts. The share information is based on Amendment No. 1 to the Schedule 13D/A filed with
the SEC on March 16, 2018.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Tocqueville Asset Management, L.P. (“TAM”)
is the investment advisor of a number of investment funds and managed accounts of private clients and institutional groups (collectively,
the “TAM Accounts”). TAM does not itself own any securities of the Company, but has authority to exercise control
or direction over such securities as the investment advisor of the TAM Accounts. The share information is based on a Schedule
13G filed with the SEC on January 31, 2019.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Electrum Strategic Opportunities Fund II L.P. (the “Electrum
Fund”) directly held 26,571,380 Common Shares as of March 28, 2018. Electrum Strategic Opportunities Fund II GP L.P. (the
 “Electrum Fund GP”) is the general partner of the Electrum Fund, ESOF II GP Ltd. (“ESOF II GP”) is the
general partner of the Electrum Fund GP, and the Electrum Group LLC (“TEG Services”) is the registered investment
advisor to the Electrum Fund. Therefore, the Electrum Fund GP, ESOF II GP and TEG Services may be deemed to share the right to
direct the disposition of and may be deemed to share the power to vote or to direct the vote of the reported Common Shares. Each
of the Electrum Fund, the Electrum Fund GP, ESOF II GP and TEG Services disclaims beneficial ownership of the reported Common
Shares except to the extent of its pecuniary interest therein. The share information is based on a Schedule 13G/A filed with the
SEC on March 29, 2018.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table sets forth certain
information regarding beneficial ownership of Common Shares as of April 11, 2019 by the Company’s directors and named executive
officers, both individually and as a group. The percentage of beneficial ownership is based on 187,111,857 Common Shares outstanding
as of April 11, 2019, plus any shares which such individual has a right to acquire within 60 days if not already issued. Except
as indicated in the footnotes to this table and pursuant to applicable community property laws, each shareholder named in the table
has sole voting and investment power with respect to the shares set forth opposite such shareholder’s name. The information
provided in this table is based on Company records and information filed with the SEC and British Columbia Securities Commission,
unless otherwise noted. The business address of each person set forth in the table below is c/o International Tower Hill Mines
Ltd., 2300-1177 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2K3.



26







|Beneficial Owner(1)      |  | Number of Common  Shares Owned |           |  | Number of Shares Beneficially Owned as a Result of Equity  Awards Exercisable or Vesting  Within 60 Days of April 11,  2019 (Excluding DSUs) |  |           | Vested DSUs(2) |  |  | Total     |  |  | Percentageof Class(3) |          
|------------------------ |  | ------------------------------ | --------- |  | -------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | -------------- |  |  | --------- |  |  | --------------------- | ---------
|Non-employee Directors   |  |                                |           |  |                                                                                                                                              |  |           |                |  |  |           |  |  |                       |          
|Damola Adamolekun(4)     |  |                                | -         |  |                                                                                                                                              |  | -         |                |  |  | -         |  |  |                       | -        
|Anton Drescher           |  |                                | 731,676   |  |                                                                                                                                              |  | 180,000   |                |  |  | 230,907   |  |  |                       | 1,142,583
|John Ellis               |  |                                | 8,000     |  |                                                                                                                                              |  | 120,000   |                |  |  | 230,907   |  |  |                       | 358,907  
|Stuart Harshaw           |  |                                | -         |  |                                                                                                                                              |  | -         |                |  |  | 101,220   |  |  |                       | 101,220  
|Thomas Irwin             |  |                                | 256,024   |  |                                                                                                                                              |  | 1,150,000 |                |  |  | 230,907   |  |  |                       | 1,636,931
|Marcelo Kim(4)           |  |                                | -         |  |                                                                                                                                              |  | -         |                |  |  | -         |  |  |                       | -        
|Stephen Lang             |  |                                | 100,000   |  |                                                                                                                                              |  | 120,000   |                |  |  | 230,907   |  |  |                       | 450,907  
|Thomas Weng              |  |                                | 25,000    |  |                                                                                                                                              |  | 180,000   |                |  |  | 230,907   |  |  |                       | 435,907  
|Named Executive Officers |  |                                |           |  |                                                                                                                                              |  |           |                |  |  |           |  |  |                       |          
|Karl Hanneman            |  |                                | 212,000   |  |                                                                                                                                              |  | 1,312,417 |                |  |  | 101,220   |  |  |                       | 1,625,637
|David Cross              |  |                                | -         |  |                                                                                                                                              |  | 30,000    |                |  |  | -         |  |  |                       | 30,000   
|TOTAL                    |  |                                | 1,332,700 |  |                                                                                                                                              |  | 3,092,417 |                |  |  | 1,356,975 |  |  |                       | 5,782,092



| | (1) | Beneficial ownership is determined in accordance with
the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with Rule 13d-3(d)(1)
under the Exchange Act, the applicable ownership total for each person is based on the number of Common Shares held by such person
as of April 11, 2019, plus any securities to which such person has the right to acquire beneficial ownership within 60 days of
April 11, 2019, including those securities held by such person exercisable for or convertible into Common Shares within 60 days
after April 11, 2019. Unless otherwise noted, each person and group identified possesses sole voting and investment power with
respect to the shares shown opposite such person’s or group’s name.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Pursuant to the DSU Plan, DSUs vest on grant but the
underlying Common Shares are not issued while the holder remains on the Board. See “Securities Authorized For Issuance Under
Equity Compensation Plans – DSU Plan – General Description of the DSU Plan” on page 37.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | * means less than 1.0%.
| | --- | -----------------------

| | (4) | Mr. Kim is a partner at Paulson and Mr. Adamolekun is
an Associate at Paulson. Paulson has beneficial ownership of an aggregate of 59,593,314 Common Shares, representing 31.85% of
the currently outstanding Common Shares (see previous table of greater than 5% beneficial owners).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SECURITIES AUTHORIZED FOR ISSUANCE UNDER
EQUITY COMPENSATION PLANS



The following table sets forth details
of all equity compensation plans of the Company as of December 31, 2018, consisting of the 2006 Incentive Stock Option Plan and
2017 Deferred Share Unit Incentive Plan.



|Plan Category                                             |  | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |           |  | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (C$) |  |      | Number of Securities Remaining Available for Future Issuance Under the Equity Compensation Plans | 
|--------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | --------- |  | -------------------------------------------------------------------------------- |  | ---- | ------------------------------------------------------------------------------------------------ | 
|Equity Compensation Plans Approved by Securityholders     |  |                                                                                             | 5,012,966 |  |                                                                                  |  | 0.91 |                                                                                                  | 
|Equity Compensation Plans Not Approved By Securityholders |  |                                                                                             | -         |  |                                                                                  |  | -    |                                                                                                  | 
|Total                                                     |  |                                                                                             | 5,012,966 |  |                                                                                  |  | 0.91 |                                                                                                  | 



The maximum number of Common Shares issuable
pursuant to security-based compensation arrangements (including the Stock Option Plan and the DSU Plan) may not exceed 10% of the
Common Shares outstanding from time-to-time. As at December 31, 2018, the maximum aggregate number of Common Shares that could
be issued under the Stock Option Plan and the DSU Plan was 18,699,068, representing 10% of the number of issued and outstanding
Common Shares on that date (on a non-diluted basis). As at December 31, 2018, the Company had stock options to potentially acquire
3,655,991 Common Shares outstanding under the Stock Option (representing approximately 1.95% of the outstanding Common Shares)
and 1,356,975 DSUs outstanding under the DSU Plan (representing approximately 0.73% of the outstanding Common Shares, leaving up
to 13,686,102 Common Shares available for future grants under the Stock Option Plan and DSU Plan combined (based on the number
of outstanding Common Shares as at that date on a non-diluted basis (representing an aggregate of approximately 7.32% of the outstanding
Common Shares).



There were no amendments to the terms of
any previously granted options or DSUs during the financial year ended December 31, 2018.



27







ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Director Independence



A director of a company is considered “independent”
of an issuer within the meaning of NP 58-201 if he or she has no direct or indirect “material relationship” with that
issuer. A “material relationship” is a relationship which could, in the view of the issuer’s board of directors,
reasonably interfere with the exercise of a director’s independent judgment. Under Section 803 of the NYSE American Company
Guide, a director of an issuer is considered “independent” if he or she is not an executive officer or employee of
the issuer (and has not been so in the past three years), and the issuer’s board of directors affirmatively determines that
the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director. The Board has determined that each current director, other than Mr. Irwin (the former CEO) and Mr. Hanneman (the
current CEO), is independent under both NYSE American listing standards and NP 58-201.



The independent directors routinely meet
as a group without members of management or non-independent directors and exercise their responsibilities for independent oversight
of management with the guidance of the Chair, who is independent.



Procedures for Approval of Transactions
with Related Parties



In accordance with the requirements of
the NYSE American, the Board passed a resolution on June 20, 2007 requiring that, in addition to any requirements under applicable
corporate laws, all “related party transactions” are required to first be reviewed and approved by the Company’s
Audit Committee. The resolution requires approval by the Audit Committee of all transactions in which the Company is a participant
and in which any of the Company’s directors, executive officers, significant shareholders or an immediate family member of
any of the foregoing persons has a direct or indirect material interest. All related party transactions are reported for review
by the Audit Committee. The Audit Committee determines whether these transactions are in the best interests of the Company and
its shareholders. In addition, related party transactions are subject to the provisions of Multilateral Instrument 61-101 of the
Canadian Securities Administrators entitled “Protection of Minority Shareholders in Special Transactions”, which prescribes
certain conditions under which related party transactions may be carried out, and provides certain exemptions thereto. Conflicts
of interest with respect to the involvement of directors and officers in transactions with the Company are also subject to the
provisions of the BCBCA and the Company’s articles.



Transactions Involving Related Parties



There were no reportable transactions with
related persons during Fiscal Years 2017 or 2018 other than:



| | 1. | In March 2018, the Company closed a non-brokered private
placement financing through the issuance of 4,105,472 shares of Common Stock to Paulson and 19,894,528 shares to the Electrum
Fund at a price of $0.50 per share. As at December 31, 2018, Paulson, Tocqueville Asset Management, and the Electrum Fund beneficially
own approximately 31.9%, 16.1%, and 14.2% respectively of the Company's 186,990,683 Common Shares.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | On May 24, 2017, the shareholders of the Company approved
a proposed issuance of Common Shares to Thomas Irwin as a one-time payment associated with his transition from CEO to senior advisor.
Following receipt of such approval, the Company issued 206,024 Common Shares to Mr. Irwin with a value of $99,492 based on the
USD-CAD exchange rate (USD 1.00 = CAD 1.3460) and the closing price of the Common Shares on the TSX (CAD $0.65) on May 24, 2017.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | In December 2011, in accordance with a Stock and Asset
Purchase Agreement (the “Agreement”) between the Company, Alaska/Nevada Gold Mines, Ltd. (“AN Gold Mines”)
and the Heflinger Group, the Company acquired certain mining claims and related rights in the vicinity of the Livengood Gold Project
located near Fairbanks, Alaska (“Property”). The aggregate consideration for the Property was $13,500,000 in cash
plus an additional payment based on the five-year average daily gold price (“Average Gold Price”) from the date of
the acquisition (“Additional Payment”). The Additional Payment was to equal $23,148 for every dollar that the Average
Gold Price exceeds $720 per troy ounce. If the Average Gold Price was less than $720, there was to be no additional consideration
due. As at December 12, 2016, the five-year average daily gold price was $1,354.79 resulting in a derivative liability of $14,694,169.
The obligation to make the contingent payment was secured by a Deed of Trust over the rights of the Company in the Property in
favor of the vendors. On January 12, 2017, the Company paid $14,694,169 for the timely and full satisfaction of the final derivative
payment due with respect to the acquisition of the Property. Under the Agreement, the final payment was made 70% to AN Gold Mines
and 30% to the Heflinger Group. Mr. Hanneman was appointed Chief Operating Officer of the Company on March 26, 2015 and subsequently
appointed as CEO effective January 31, 2017. Mr. Hanneman was a partner of the general partner, as well as a limited partner,
of AN Gold Mines and held an 11.9% net interest in AN Gold Mines.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



28







ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES



Independent Auditors Fees



The following table provides amounts billed
by Davidson & Company LLP (“Davidson”) and PriceWaterhouseCoopers LLC (“PwC”), the Company’s
independent auditors for the fiscal years ended December 31, 2018 and December 31, 2017 for professional services rendered to the
Company during the last two fiscal years:





|                                    |  | Audit Fees
($) |        |  | Audit-Related Fees
($) |  |        | Tax Fees
($) |  |  | All Other Fees
($) |  |  | Total Fees
($) |  
|----------------------------------- |  | -------------- | ------ |  | ---------------------- |  | ------ | ------------ |  |  | ------------------ |  |  | -------------- | -
|Fiscal Year Ended December 31, 2018 |  |                | 34,745 |  |                        |  | 15,055 |              |  |  | -                  |  |  |                | -
|Fiscal Year Ended December 31, 2017 |  |                | 34,977 |  |                        |  | 20,418 |              |  |  | -                  |  |  |                | -





| | (1) | Audit-related fees consisted of procedures related to interim financial statements.
| | --- | -----------------------------------------------------------------------------------



The Audit Committee has established
procedures for engagement of an independent registered public accounting firm to perform services other than audit, review
and attest services. In order to safeguard the independence of the Company’s auditor, for each engagement to perform
such non-audit service, (a) the Company and the auditor affirm to the Audit Committee that the proposed non-audit service is
not prohibited by applicable laws, rules or regulations; (b) the Company describes the reasons for hiring the auditor to
perform the services; and (c) the auditor affirms to the Audit Committee that it is qualified to perform the services. The
Audit Committee has delegated to its Chair its authority to pre-approve such services in limited circumstances, and any such
pre-approvals are reported to the Audit Committee at its next regular meeting. All services provided by Davidson in 2018 were
permissible under applicable laws, rules and regulations and were pre-approved by the Audit Committee in accordance with its
procedures.



29







PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES



Exhibits



The following documents are filed as part
of this Amendment, and they supplement the exhibits filed and furnished with the Original Filing:



|Exhibit Number |  | Description                                                                                                                                                                             
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           |  | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               
|               |  |                                                                                                                                                                                         
|31.2           |  | Certification of Principal Financial and Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



30







SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



|International Tower Hill Mines Ltd. |                        
|----------------------------------- | -----------------------
|                                    |                        
|By:                                 | /s/ Karl L. Hanneman   
|                                    |                        
|                                    | Karl L. Hanneman       
|                                    | Chief Executive Officer
|                                    |                        
|Date: May 31, 2019                  |                        



31