Exhibit 10.1


 





CONSULTING AGREEMENT


 


THIS CONSULTING AGREEMENT
is dated for reference the 11th day of May, 2015


 


BETWEEN:


 


INTERNATIONAL TOWER HILL MINES LTD.,
a body corporate subsisting under the laws of British Columbia, having an office at Suite 2300 – 1177 West Hastings Street,
Vancouver, British Columbia, CANADA V6E 2K3


(the “Company”)


 


AND:


 


DAVID ALLEN CROSS, Certified General
Accountant, having an address at #801 – 811 Helmcken Street, Vancouver, British Columbia, CANADA V6Z 1B1


(the “Consultant”)


W H E R E A S:


 


		A.	The Company is a reporting (public) British Columbia company, the common shares of which are publicly
traded and are listed on the Toronto Stock Exchange and the NYSE-MKT Stock Exchange;



 


		B.	The Company and its subsidiaries are engaged in the exploration and development of mineral projects
and, in particular, the Livengood Gold Project located approximately 112 kilometres north of Fairbanks, Alaska (the “Project”);



 


		C.	The Consultant is a Certified General Accountant with experience in the review, operation and testing
of the financial affairs of public companies, including in connection with systems of financial reporting, internal controls on
financial reporting and public disclosure requirements applicable to public companies mineral exploration in Canada and the United
States; and



 


		D.	The Company requires the services of an individual with the necessary expertise and experience
to act as the Chief Financial Officer of the Company and to provide the services normally associated with such position in a public
natural resource exploration company, and the Consultant has agreed to provide such services, all on the terms and conditions hereinafter
set forth.



 


NOW THEREFORE THIS
AGREEMENT WITNESSETH that in consideration of the sum of TEN ($10.00) DOLLARS now paid by the Company to the Consultant and of
the mutual covenants and agreements hereinafter contained, the parties agree as follows:


 


		1.	ENGAGEMENT



 


		1.1	The Company hereby retains and engages the Consultant, and the Consultant hereby accepts such retainer
and engagement, to perform the services set forth in section 2 on the terms and conditions hereinafter set forth.



 



    	 



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		1.2	The term of this agreement will be for the period commencing on May 11, 2015 and ending on the
date this agreement is terminated in accordance with the provisions of section 5 (the “Term”).



 


		2.	SERVICES



 


		2.1	During the Term, the Consultant will provide the services normally associated with the position
of the Chief Financial Officer of a public company including, without limitation, the specific services set forth and described
in Schedule “A” (the “Services”).



 


		2.2	For greater certainty, the Consultant and the Company confirm and agree that any one or more of
the precise Services to be rendered by the Consultant may be reasonably extended, amended or curtailed by the Company upon reasonable
notice in writing from time to time at its sole discretion.



 


		2.3	The Consultant will:



 


		(a)	provide the Services hereunder:



 


		(i)	in a good, prudent and workmanlike manner,



 


		(ii)	in accordance with his professional responsibilities and obligations as a Certified General Accountant,



 


		(iii)	to the best of his abilities, and



 


		(iv)	using his best professional effort, skill and judgement; and



 


		(b)	in providing the Services, comply with all applicable laws, statutes, codes, rules, regulations
and ordinances, the requirements of any applicable regulatory agencies or authorities and the rules and policies of all applicable
stock exchanges.



 


		2.4	In connection with the provision of the Services, the Consultant, as the Chief Financial Officer
of the Company, will report, and be directly responsible, to the Chief Executive Officer of the Company (“CEO”), or
such other individual(s) as may be designated from time to time by the Board of Directors of the Company (“Board”)
and, as, if and when required by the Board, to the Board.



 


		2.5	Subject to subsections 2.6 and 2.7, the Consultant will defend, indemnify and save harmless the
Company and its subsidiaries (“Subsidiaries”), and their respective directors, officers and employees, from and against
any and all losses, expenses, suits, actions, causes of action, liabilities, obligations, damages, and costs made or brought against
or suffered, incurred, or borne by any of the Company, or any of its Subsidiaries, or any of their respective directors, officers
or employees, and arising out of or resulting from or in any way related to or caused by the failure of the Consultant to carry
out, provide and render the Services in accordance with all applicable laws, statutes, codes, rules, regulations and ordinances,
the requirements of any applicable regulatory agencies or authorities, the rules and policies of all applicable stock exchanges
and the policies of the Company.



 


		2.6	For the purposes of this agreement, the following words and phrases will have the following meanings:



 



    	 



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		(a)	“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount
paid in settlement of, an eligible proceeding;



 


		(b)	“eligible proceeding” means a proceeding in which the Consultant, or any of the heirs
and personal or other legal representatives of the Consultant, by reason of the Consultant being or having been an officer of the
Company:



 


		(i)	is or may be joined as a party, or



 


		(ii)	is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to,
the proceeding;



 


		(c)	“expenses” includes costs, charges and expenses, including legal and other fees, but
does not include judgments, penalties, fines or amounts paid in settlement of a proceeding; and



 


		(d)	“proceeding” includes any legal proceeding or investigative action, whether current,
threatened, pending or completed.



 


		2.7	Subject to the provisions of the Business Corporations Act (British Columbia), the Company
will:



 


		(a)	indemnify the Consultant against all eligible penalties to which the Consultant is or may be liable
unless:



 


		(i)	if, in relation to the subject matter of the eligible proceeding, the Consultant did not act honestly
and in good faith with a view to the best interests of the Company, or



 


		(ii)	in the case of an eligible proceeding other than a civil proceeding, if the Consultant did not
have reasonable grounds for believing that the Consultant’s conduct in respect of which the proceeding was brought was lawful,
or



 


		(iii)	an eligible proceeding is brought against the Consultant by or on behalf of the Company; and



 


		(b)	after the final disposition of an eligible proceeding, pay the expenses actually and reasonably
incurred by the Consultant in respect of that proceeding, provided that the Consultant:



 


		(i)	has not been reimbursed for those expenses, and



 


		(ii)	is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially
successful on the merits in the outcome of the proceeding,



 


unless the eligible
proceeding was brought against the Consultant by or on behalf of the Company.


 


		3.	COMPENSATION AND EXPENSES



 


		3.1	As the sole consideration for the Services to be rendered by the Consultant hereunder, the Consultant
will be granted, in his capacity as the Chief Financial Officer of the Company:



 


		(a)	incentive stock options to purchase thirty thousand (30,000) common shares, such options to be
granted forthwith following May 11, 2015 and to be upon the same terms and conditions as those incentive stock options granted
by the Company to management in March, 2015; and







    	 



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		(b)	such further and additional incentive stock options as the Board may from time to time in its sole
discretion, determine, having regard to the Consultant’s position as a senior officer of the Company and his corresponding
obligations in respect thereof, and his performance of the Services.



 


		3.2	The Company will, on a monthly basis (or as otherwise agreed by the Company and the Consultant),
pay or, if paid by the Consultant, will reimburse, the Consultant for all reasonable costs, expenses and disbursements incurred
by the Consultant in connection with the provision of the Services, provided that the incurring and amount of all such costs, expenses,
disbursements and amounts are generally approved in advance by the Company and are reported, filed and claimed in accordance with
the Company’s expense reimbursement procedures as notified to the Consultant and in effect from time to time.



 


		3.3	The Consultant will perform the Services primarily from his current offices in Vancouver, British
Columbia, but will travel to and from and be present at and perform the Services at such other locations, including the offices
of Tower Hill Mines, Inc. located in Fairbanks, Alaska, with such frequency and for such duration as the Consultant or the CEO
reasonably considers necessary for the proper and timely performance of the Services. The Company will be responsible for providing
appropriate working facilities as reasonably necessary for use by the Consultant in order to provide the Services at locations
other than in Vancouver, British Columbia, and paying for the costs of travelling to and from any such locations. If the Consultant
is required to obtain any work permits or other documents to travel to the United States to perform the Services, the Company will
pay for the cost of such permits or documents.



 


		4.	RELATIONSHIP OF THE COMPANY AND THE CONSULTANT



 


		4.1	The Company acknowledges that, the Consultant is both a partner in the professional accounting
firm of Cross Davis & Company LLP (the “Firm”), and the Chief Financial Officer of other public natural resource
companies, and that, during the term hereof, the Consultant will engage in other business activities, both through the Firm and
personally, for gain, profit or other pecuniary advantage, including, without limitation, the provision of services (whether as
a partner of the Firm or a consultant or officer, including as Chief Financial Officer) to other public and private companies similar
or identical to those to be rendered to the Company, and that the Consultant will therefore only be required to devote such time
and effort to the provision of the Services as is reasonably necessary to efficiently and competently perform and carry out such
Services.



 


		4.2	The Consultant will perform all Services hereunder as an independent contractor, and will not,
in the performance of Services hereunder, be considered for any reason to be, nor will the Consultant hold himself out to be, an
employee of the Company or any of the Subsidiaries by virtue of this agreement.



 


		4.3	The parties acknowledge that the Company has entered into an agreement with the Firm for the provision
by the Firm of certain financial advisory and accounting services (the “Firm Agreement”), and confirm and agree that:



 



    	 



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		(a)	with respect to the provision of the Services by the Consultant, the terms and conditions of the
Firm Agreement will not apply, notwithstanding that the Consultant is a partner in the Firm, and this agreement will solely govern
the Services; and



 


		(b)	with respect to any activities performed by the Consultant which:



 


		(i)	are not Services, and



 


		(ii)	which are performed on behalf of the Firm under the Firm Agreement,



 


the terms and
conditions of the Firm Agreement will apply to any such activities and this agreement will not apply.


 


		4.4	The Consultant acknowledges that the Company is a “reporting issuer” and a public company
whose common shares trade on various stock exchanges, and that, as a consequence of this, the Company and its directors, officers,
employees and consultants are subject to the securities laws of several Canadian provinces and the federal securities laws of the
United States. The Consultant also acknowledges that, by virtue of the nature of the Services to be provided, much of the information
which will be received by, or become known to, the Consultant during the course of the Consultant’s retainer hereunder (whether
or not such information is also Confidential Information (as defined in subsection 7.2)) is likely to be material and non-public
information with respect to the business, affairs, assets, mineral properties and/or status (financial and otherwise) of the Company
and the Subsidiaries (together, the Company and its Subsidiaries being referred to as the “ITH Group”)) and may constitute
material facts or material changes (as those terms are defined in the Securities Act (B.C.)), and that the provisions of
applicable securities legislation, including, without limitation, section 57.2 of the Securities Act (B.C.), prohibit:



 


		(a)	trading (which includes the exercise of a previously granted stock option) in securities of a reporting
issuer (such as the Company) by a person who is in a special relationship with such reporting issuer and knows of a material fact
or a material change with respect to that reporting issuer that has not been generally disclosed, or



 


		(b)	a person who is in a special relationship with a reporting issuer informing another person of a
material fact or a material change with respect to that reporting issuer before the material fact or material change has been generally
disclosed, unless the giving of such information is necessary in the course of business of the reporting issuer or of the person
in the special relationship.



 


By virtue of
the retainer of the Consultant hereunder and his position as the Chief Financial Officer of the Company, the Consultant will be
considered to be an insider of the Company, and therefore in a special relationship with the Company. The Consultant also acknowledges
that the penalties for violation of such prohibitions are severe and that the carrying on of any such activities will materially
and adversely affect the ITH Group. Accordingly, the Consultant agrees that the Consultant will take all necessary steps to fully
comply with applicable legislation regarding any trading in the securities of the Company.


 



    	 



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		4.5	The Company has adopted a “Code of Business Conduct and Ethics” (the “Code”),
a copy of which is attached as Schedule “B”, as well as a number of additional policies governing the operations of
the Company and its personnel, copies of which have been provided to the Consultant prior to the execution of this agreement (the
“Policies”). The Consultant agrees that he is bound by the Code and the Policies in connection with the provision of
the Services and the manner of the carrying out thereof, and agrees that he will become fully familiar, and comply, with the provisions
of the Code and the Policies. In addition to the termination provisions specified in Section 5, a failure by the Consultant to
fully comply with the provisions of the Code or a material violation of any of the Policies could result in immediate termination
by the Company of this agreement for cause without any compensation whatsoever.



 


		5.	TERMINATION



 


		5.1	Notwithstanding anything in this agreement to the contrary, the Company may forthwith terminate
this agreement and the retainer of the Consultant hereunder if:



 


		(a)	the Consultant is guilty of conduct that would, at common law, constitute just cause for summary
dismissal of the Consultant if he were an employee of the Company including, without limitation:



 


		(i)	the conviction of the Consultant of a criminal or summary conviction offence related to the retainer
of the Consultant hereunder, or any act involving money or other property involving the Company or any Subsidiary which would constitute
a crime in the jurisdiction involved,



 


		(ii)	any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company,
any Subsidiary, a supplier or service provider to the Company or any Subsidiary or a customer of the Company or of any Subsidiary,



 


		(iii)	the use of illegal drugs or the habitual and disabling use of alcohol or drugs which materially
and adversely affects the Consultant’s ability to renders the Services hereunder,



 


		(iv)	any material breach of any of the terms of this Agreement by the Consultant which breach remains
uncured after the expiration of fourteen (14) days following the delivery of written notice of such breach to the Consultant by
the Company,



 


		(v)	any threatened or actual attempt by the Consultant to secure any personal profit in connection
with the business of the Company or any Subsidiary or any of their respective corporate opportunities, or the appropriation of
a maturing business opportunity of the Company or any Subsidiary,



 


		(vi)	any disparagement or defamation of the Company, any Subsidiary, or any of their respective directors,
officers, employees or consultants, to any person or by any means,



 


		(vii)	a failure by the Consultant to fully comply with the provisions of the Code or a material violation
by the Consultant of any of the Policies; or



 



    	 



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		(viii)	any act by the Consultant which is materially injurious to the Company or its business or that
of any Subsidiary;



 


		(b)	the Consultant is, subject to reasonable allowances for sickness, holidays and unavoidable personal
matters, unable or unwilling to provide the Services;



 


		(c)	the Consultant is, in the reasonable judgement of the CEO, unable to efficiently and competently
perform and carry out the required Services, provided that the Consultant has been provided written notice by the Company specifying
such failure and the Consultant has not corrected such failure within ten (10) days of receiving such notice; or



 


		(d)	the Consultant commits an act of bankruptcy, is adjudicated a bankrupt or otherwise becomes subject
to the provisions of the Bankruptcy Act (Canada) or similar legislation in any province or country, or if a receiver, liquidator
or receiver manager is appointed for the assets or business of the Consultant;



 


by giving written notice to the
Consultant of its intention to terminate this agreement on the date specified in such notice (which date may not be prior to the
date of delivery of the notice) and this agreement will thereupon terminate effective upon such specified date.


 


		5.2	This agreement may be terminated, at the election of either party, upon one party giving not less
than ninety (90) days’ written notice to the other party of its intention to terminate this agreement (“Termination
Notice”) and this agreement will thereupon terminate upon the day with is ninety (90) days’ after the delivery of such
Termination Notice, unless the parties agree upon an earlier or later termination date (“Termination Date”).



 


		5.3	Upon the termination of this agreement, for whatever reason:



 


		(a)	all of the liabilities, obligations and rights of the Consultant and the Company hereunder will
cease as of the Termination Date, save for any obligations (other than the obligation to provide the Services under this agreement)
and liabilities of the Consultant to the Company in his position as a senior officer of the Company, which will continue and be
and remain enforceable against the Consultant in accordance with applicable laws; and



 


		(b)	all incentive stock options held by the Consultant will terminate on the day which is ninety (90)
days’ after the Termination Date, except in the case of a termination by the Company pursuant to subsection 5.1, in which
case all such options will terminate as at the effective date of termination.



 


		5.4	No compensation is payable to the Consultant by the Company, or by the Consultant to the Company,
as the result of a termination, for any reason whatsoever, of this agreement.



 


		6.	NON-COMPETITION



 


		6.1	For the purposes of this agreement:



 


		(a)	the phrase “Competitive Activities” means the participation of the Consultant, directly
or indirectly through any corporation, partnership (including the Firm), firm or joint venture, without the prior written consent
of the Company, in the management of any business operation of any enterprise, or the provision of consulting or advisory services
to any business operation of any enterprise, if such operation (a “Competitive Operation”) engages in a substantial
and direct competition with the Project; and



 



    	 



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		(b)	an operation by an enterprise will be considered to be in substantial and direct competition with
the Project if such operation is being conducted within fifty (50) kilometres of the outer perimeter of the boundaries of the Project
(as such exists as at the date of any such Competitive Activity), provided that Competitive Activity will not include:



 


		(i)	the ownership of securities in any publicly traded enterprise amounting to less than five (5%)
percent of the then outstanding securities thereof, or



 


		(ii)	participation of the Consultant, directly or indirectly, through any corporation, partnership,
firm or joint venture in the management of any business operation of any enterprise, or the provision of consulting or advisory
services to any business operation of any enterprise, other than in connection with a Competitive Operation of such enterprise
or business operation thereof.



 


		6.2	During the Term and for a period of one (1) year after the termination of this agreement for any
reason whatsoever, the Consultant will not engage in any Competitive Activities.



 


		7.	CONFIDENTIALITY



 


		7.1	The Consultant will, notwithstanding any breach or alleged breach of this agreement by any party:



 


		(a)	hold in secrecy, as trustee or custodian for the Company and the Company’s exclusive benefit
and use, all Confidential Information (as defined below), whether or not discovered, made or contributed to, in whole or in part,
by the Consultant;



 


		(b)	except, and then only to the extent required under the specific circumstances, as reasonably necessary
for the Consultant to fulfill his duties and responsibilities hereunder, not divulge any Confidential Information to any person
or persons, without the previous written consent of the Company; and



 


		(c)	not use or attempt to use any Confidential Information that the Consultant may acquire in the course
of rendering the Services for his own benefit, directly or indirectly, or for the benefit of any other person (including the Firm).



 


		7.2	For the purposes of this agreement, the term “Confidential Information” means:



 


		(a)	any information relating to:



 


		(i)	the Project,



 


		(ii)	the assets, liabilities, business, operations, financial matters, shareholdings, products, processes
or activities of the Company or of any Subsidiary,



 


including, but
not limited to title, ownership, geological, mining, metallurgical, engineering and economic studies, production rates and methods,
sales and marketing of products produced, arrangements with suppliers of services and equipment and purchasers of products, budgets
and work programs, strategies, data, maps, plans, reports, results, drawings, interpretations, assays, forecasts, records, agreements,
contracts and other information;


 



    	 



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		(b)	any information derived from a site visit or visits to the Project; and



 


		(c)	all summaries or extracts from and all notes, memoranda, studies, maps, records, notebooks, compilations,
analyses or other documents based upon the information specified in paragraphs (a) or (b) above,



 


and that is
not:


 


		(d)	information that is available to the public or in the public domain, being readily accessible to
the public in written publications, at the time of disclosure or use, without breach of this agreement;



 


		(e)	the general skills and experience gained by the Consultant during the period Services are provided
to the Company; or



 


		(f)	information the disclosure of which is required to be made by any law, regulation, governmental
authority or court, provided that before disclosure is made, notice of the requirement is provided by the Consultant to the Company.



 


		7.3	All documents, records, notebooks, work papers, notes, memoranda, studies, compilations, analyses
and similar repositories of or containers of Confidential Information, made or compiled by the Consultant (in whatever form, including
paper, photographic, electronic, digital, machine-readable or otherwise) at any time during the Term, or made available to the
Consultant during the Term by the Company or any Subsidiary, including any and all copies thereof, will be the property of the
Company or such Subsidiary, as the case may be, and belong solely to the Company or such Subsidiary, as the case may be, and will
be held by the Consultant in trust and solely for the benefit of the Company or such Subsidiary, as the case may be.



 


		7.4	Upon termination of this agreement, for whatever reason, the Consultant will immediately surrender
to the Company:



 


		(a)	all Confidential Information in his possession or in the possession of any person or other entity
under his control; and



 


		(b)	any property and other things of value in his possession or in the possession of any person or
other entity under his control and which contain, relate to or are derived from or based upon, directly or indirectly, any Confidential
Information,



 


whether in
written, photographic, electronic or other form and howsoever stored (including on microfilm, floppy disk, compact disk, DVD or
any computer hard drive or other electronic storage media), and will ensure that the Consultant does not retain any copies thereof,
except that the Consultant will be entitled to retain any Confidential Information that the Consultant determines is necessary
in his sole discretion to meet his professional obligations or that cannot practicably be surrendered. Any such Confidential Information
that is retained by the Consultant under this subsection 7.4 will remain subject to confidentiality obligations set out in subsection
7.1. The Consultant will deliver a statutory declaration to the Company upon termination of this agreement attesting to the compliance
with this subsection 7.4 by the Consultant.


 



    	 



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		7.5	The provisions of this section 7 will be binding upon the Consultant during the Term and for a
period of one (1) year after the termination of this agreement for any reason.



 


		8.	ARBITRATION



 


		8.1	Any dispute, controversy or claim arising out of or relating to this agreement, or the breach,
termination or invalidity of it, or any deadlock or inability of the parties to agree on a course of action to be taken hereunder,
will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration
Centre in effect as at the commencement of any such arbitration.



 


		8.2	The parties agree that:



 


		(a)	the appointing authority will be the British Columbia International Commercial Arbitration Centre;



 


		(b)	the case will be administered by the British Columbia International Commercial Arbitration Centre
in accordance with its “Domestic Commercial Arbitration Rules of Procedure”;



 


		(c)	the place of arbitration will be Vancouver, British Columbia;



 


		(d)	the number of arbitrators will be one; and



 


		(e)	the language used in the arbitral proceeding will be English.



 


		8.3	The arbitrator's fees will be paid by both parties in equal parts during the course of the arbitration
but upon final decision of the dispute, the defeated party will pay all costs and reimburse all arbitration costs, including the
amounts paid by the prevailing party, subject to the contrary decision of the arbitrator.



 


		9.	THE COMPANY'S REMEDY FOR BREACH AND RIGHT TO INJUNCTION



 


		9.1	The Consultant and the Company agree that damages in the event of breach of sections 6 or 7 of
this agreement would be difficult, if not impossible, to ascertain, and the Consultant and the Company therefore agree that the
Company, in addition to and without limiting any other right or remedy it may have on account of such breach or threatened breach,
will have the right to an injunction or other available equitable relief in any court of competent jurisdiction, enjoining any
such threatened or actual breach of this agreement by the Consultant. The existence of this right to an injunction or other available
equitable relief will not preclude the Company from pursuing any other rights and remedies at law or in equity, which the Company
may have, including recovery of damages.



 


		10.	NON WAIVER



 


		10.1	No consent or waiver, express or implied, by the Company, on the one hand, or the Consultant, on
the other hand, to or of any breach or default by the other of them in the performance of that other’s obligations under
this agreement will be deemed or construed to be a consent or waiver to or of any other breach or default of the same or any other
obligation of the other party. Failure on the part of any party to complain of any act or failure to act of the other party, or
to declare the other party in default regardless of how long such failure continues, will not constitute a waiver by such party
of its rights under this Agreement or of the right to then or subsequently declare a default.



 



    	 



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		11.	SEVERABILITY



 


		11.1	If any portion of this agreement is held to be invalid or unenforceable by a court of competent
jurisdiction, the remaining covenants and restrictions or portions thereof will remain in full force and effect, and if the invalidity
or unenforceability is due to the unreasonableness of time, such covenants and restrictions will be effective for such period of
time as may be determined to be reasonable by a court of competent jurisdiction.



 


		12.	ASSIGNMENT



 


		12.1	The obligations and rights of the Consultant under this agreement may not be assigned or transferred
in any manner.



 


		12.2	The obligations and rights of the Company under this agreement may not be assigned or transferred
by the Company in any manner.



 


		13.	NOTICES



 


		13.1	Any notice or other communication to be given hereunder will be in writing and will be addressed
to the party to receive the same at the address for such party set out on page one hereof. All notices will be given personally
or delivered by prepaid courier delivered to the party to receive the same and will be deemed to have been given and received on
the day of delivery.



 


		13.2	Any party may at any time give notice in writing to the other of a change in its address for the
purposes of this section 13.



 


		14.	AGREEMENT VOLUNTARY AND EQUITABLE



 


		14.1	The Company and the Consultant acknowledge and declare that they each have carefully considered
and understand the terms and conditions contained in this agreement including, but without limiting the generality of the foregoing,
the Consultant’s rights upon termination and the restrictions on the Consultant after termination, and acknowledge and agree
that the terms and conditions of the retainer of the Consultant and rights and restrictions upon termination set forth herein are
mutually fair and equitable. Each of the parties covenants, agrees and acknowledges that each of them was fully and plainly instructed
to seek and obtain independent legal and tax advice regarding the terms and conditions and execution of this agreement and each
of them has sought and obtained such legal and tax advice and acknowledges that each has executed this agreement voluntarily understanding
the nature and effect of this agreement after receiving such advice.



 


		15.	CONFLICTING OBLIGATIONS



 


		15.1	If, for any reason, the obligations or responsibilities of the Consultant to the Company in his
capacity as a senior officer and Chief Financial Officer of the Company are greater or more onerous than those provided for herein,
then the Consultant will be required to comply with such greater or more onerous obligations notwithstanding anything in this agreement
to the contrary.



 


		16.	GENERAL



 


		16.1	The parties will each do, or cause to be done, all acts or things necessary to implement and carry
into effect this agreement to the full extent contemplated hereby.



 



    	 



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		16.2	The headings used throughout this agreement are inserted for reference purposes only and are not
to be considered, or taken into account, in considering the terms or provisions of this agreement, nor to be deemed in any way
to qualify, modify or explain the effect of any such terms or provisions.



 


		16.3	This agreement constitutes the entire agreement among the parties hereto in relation to the subject
matter hereof and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations,
whether verbal or written, expressed or implied, statutory or otherwise among the Consultant and the Company with respect to the
subject matter herein.



 


		16.4	This agreement may only be changed or modified by an agreement in writing signed by the parties
hereto.



 


		16.5	This agreement will be governed by and interpreted in accordance with the laws of the province
of British Columbia (without reference to any of its conflicts of laws rules that would require the application of any other law(s)).



 


		16.6	This agreement may be executed in two or more counterparts, and delivered by facsimile or electronic
transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument,
effective as of the date first above written.



 


IN WITNESS WHEREOF
the Consultant and the Company have each executed this agreement as of the day and year first above written.


 


 


INTERNATIONAL TOWER HILL MINES LTD.


 


 


Per:(signed) Lawrence W. Talbot                  

Authorized Signatory


 


 


 


(signed) David Cross                                     

DAVID ALLEN CROSS


 






    	 



    	 



    

 


 Schedule “A”


 


Description of Duties and Responsibilities
of Consultant


 


In his capacity as the Chief Financial
Officer of the Company, the Consultant will have the following specific duties and responsibilities:


 


		1.	Acting as the principal financial officer and principal accounting officer and primary financial
advisor to the Company.



 


		2.	Overseeing the preparation of, and reviewing prior to submission to the Company’s Audit Committee,
all financial filings required for the Company under applicable Canadian and United States securities laws including, without limitation,
the financial statements, management’s disclosure and analysis and other financial components of the Company’s annual
reports on Form 10-K, interim reports on Form 10-Q and any applicable periodic reports on Form 8-K concerning financial matters.



 


		3.	Serving as the liaison of management with the Company’s Audit Committee and external auditors
of the Company and overseeing the Company’s activities with respect to annual audits by the Company’s external auditors.



 


		4.	Participating with the Chief Executive Officer, the Company’s General Counsel, other members
of management and the Company’s outside legal counsel in the preparation of the Company’s continuous disclosure documentation
with respect to the review of the financial content thereof including, without limitation, annual proxy statements, annual general
meeting materials, news releases and material change reports.



 


		5.	Participating as a member of the Company’s Disclosure Committee.



 


		6.	Participating with the Chief Executive Officer and other members of management in the preparation
of annual budgets for the Company and the monitoring of the Company’s financial activities with respect to adopted budgets
and the analysis of and reporting on any variances in respect thereof and providing assistance as required with respect to both
short-term and long-term budgeting, forecasting and planning for the Company.



 


		7.	Participating with the Chief Executive Officer and other members of management in managing the
Company’s cash flow and determining the Company’s financial requirements.



 


		8.	Overseeing the development of local, state, provincial and federal income tax strategies for the
Company, and overseeing preparation of required schedules and filing of applicable tax returns, for all jurisdictions in Canada
and the United States in which the Company operates. For clarification, the development of local, state, provincial and federal
income tax strategies for the Company, and overseeing preparation of required schedules and filing of applicable tax returns, for
all jurisdictions in Canada and the United States in which the Company operates will be the responsibility of and will be performed
by a qualified professional Chartered Accounting firm, or such other firm as the Company will retain to provide this service. The
Company currently retains KPMG to provide this service.



 



    	 



    	- 2 -



    




		9.	Initiating, preparing, and issuing standard practices for the Company and its personnel relating
to accounting policies, cost and corporate governance procedures as necessary to ensure that adequate accounting records are maintained
of all assets, liabilities, and transactions of the Company, and that suitable systems are used in compilation of costs.



 


		10.	Overseeing, in conjunction with the Chief Executive Officer, the design, testing and evaluation
of the effectiveness of Company’s disclosure controls and procedures and internal controls on financial reporting, and reporting
to the Company’s Audit Committee in respect thereof.



 


		11.	Reviewing the work produced by the Company’s internal accounting staff.



 


		12.	Providing such reports, analyses, compilations and reviews as to the Company’s financial
matters as may be requested by the Chief Executive Officer, the Company’s Audit Committee or the Company’s Board of
Directors.



 


		13.	Reviewing the management of the Company’s cash resources, including the monitoring of the
Company’s investments, and participating with the CEO and other members of management in determining suitable investments
for the Company’s cash resources in accordance with the Company’s investment policy.



 




    	 



    	 



    

 


Schedule “B”


 


Code of Business Conduct and Ethics


 


INTERNATIONAL
TOWER HILL MINES LTD.


 


Code
of Business Conduct and Ethics


 


(Adopted by the Board of Directors on September
22, 2006,

updated November 5, 2013 for contacts only))


 


INTRODUCTION


 


International Tower Hill Mines Ltd. (the
“Company”) is committed to the highest standards of legal and ethical business conduct. This Code of Business Conduct
and Ethics (the “Code”) summarizes the legal, ethical and regulatory standards that the Company must follow and is
a reminder to our directors, officers and employees, of the seriousness of that commitment. Compliance with this Code and high
standards of business conduct is mandatory for every director, officer and employee of the Company.


 


Our business is becoming
increasingly complex, both in terms of the geographies in which we function and the laws with which we must comply. To help our
directors, officers and employees understand what is expected of them and to carry out their responsibilities, we have created
this Code. Additionally, we have appointed the Company’s General Counsel to serve as the Company Ethics Officer to ensure
adherence to the Code.


 


This Code is not intended
to be a comprehensive guide to all of our policies or to all your responsibilities under law or regulation. It provides general
parameters to help you resolve the ethical and legal issues you encounter in conducting our business. Think of this Code as a guideline,
or a minimum requirement, that must always be followed. If you have any questions about anything in the Code or appropriate actions
in light of the Code, you may contact the Company Ethics Officer or the Chair of the Audit Committee.


 


We expect each of our
directors, officers and employees to read and become familiar with the ethical standards described in this Code and to affirm your
agreement to adhere to these standards by signing the Compliance Certificate that appears at the end of this Code. Violations of
the law, our corporate policies, or this Code may lead to disciplinary action, including dismissal.


 


our
code of business conduct and ethics


 


		I.	We Insist on Honest and Ethical Conduct by All of Our Directors, Officers, Employees and Other
Representatives



 


We place the highest
value on the integrity of our directors, our officers and our employees and demand this level of integrity in all our dealings.
We insist on not only ethical dealings with others, but on the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships.


 



    	 



    	- 2 -



    




Fair Dealing


 


Directors, officers
and employees are required to deal honestly and fairly with our business partners, competitors and other third parties. In our
dealings with these parties, we:


 


		·	prohibit bribes, kickbacks and any other form of improper payment, direct or indirect, to any representative
of a government, labour union, business partner or other third party in order to obtain a contract, some other commercial benefit
or government action;



  


		·	prohibit our directors, officers and employees from accepting any bribe, kickback or improper payment
from anyone;



 


		·	prohibit gifts or favours of more than nominal value to or from our business partners;



  


		·	limit marketing and entertainment expenditures to those that are necessary, prudent, job-related
and consistent with our policies;



  


		·	require clear and precise communication in our contracts, our advertising, our literature, and
our other public statements and seek to eliminate misstatement of fact or misleading impressions;



  


		·	protect all proprietary data provided to us by third parties as reflected in our agreements with
them; and



  


		·	prohibit our representatives from otherwise taking unfair advantage of our business partners or
other third parties, through inaccurate billing, manipulation, concealment, abuse of privileged information or any other unfair-dealing
practice.



 


Conflicts of Interest and Corporate
Opportunities


 


Our directors, officers
and employees should not be involved in any activity that creates or gives the appearance of a conflict of interest between their
personal interests and the interests of the Company. In particular, unless specific permission has been provided by the Company
Ethics Officer or the Chair of the Audit Committee, no employee, director or officer shall:


 


		·	be a consultant to, or a director, officer or employee of, or otherwise operate, an outside business
that:



  


		Ø	competes with the Company;



  


		Ø	supplies products or services to the Company (other than professional services such as legal, accounting,
geological or financial advisory services); or



 






    	 



    	- 3 -



    




 


		Ø	purchases products or services from the Company;



  


		·	have any financial interest, including significant stock ownership, in any entity with which we
do business that might create or give the appearance of a conflict of interest;



 


		·	seek or accept any personal loan or services from any entity with which we do business, except
from financial institutions or service providers offering similar loans or services to third parties under similar terms in the
ordinary course of their respective businesses;



  


		·	be a consultant to, or a director, officer or employee of, or otherwise operate an outside business
if the demands of the outside business would interfere with the director’s, officer’s or employee’s responsibilities
to us (if in doubt, consult your supervisor, the Company Ethics Officer or the Chair of our Audit Committee);



 





		·	accept any personal loan or guarantee of obligations from the Company, except to the extent such
arrangements are legally permissible; or



  


		·	conduct business on behalf of the Company with immediate family members, which include spouses,
children, parents, siblings and persons sharing the same home whether or not legal relatives;



 


provided, however, that only the Chair
of the Audit Committee (or the Board of Directors as a whole, if the potential conflict involves the Chair of the Audit Committee)
shall have the authority to grant such permission to a director or officer.


 


Directors, officers,
and employees must notify the Company Ethics Officer or the Chair of the Audit Committee of the existence of any actual or potential
conflict of interest.


 


Confidentiality and Corporate
Assets


 


Our directors, officers
and employees are entrusted with our confidential information and with the confidential information of our business partners. This
information may include (1) technical or scientific information about current and future projects, (2) business or marketing plans
or projections, (3) earnings and other internal financial data, (4) personnel information, (5) supply and customer lists and (6)
other non-public information that, if disclosed, might be of use to our competitors, or harmful to our business partners. This
information is our property, or the property of our business partners, and in many cases was developed at great expense. Our directors,
officers and employees shall:


 


		·	Not discuss confidential information with or in the presence of any unauthorized persons, including
family members and friends;



  


		·	Use confidential information only for our legitimate business purposes and not for personal gain;



 



    	 



    	- 4 -



    




		·	Not disclose confidential information to third parties; and



  


		·	Not use Company property or resources for any personal benefit or the personal benefit of anyone
else. The property of the Company includes the Company internet, email, and voicemail services, which should be used only for business
related activities, and which the Company may monitor at any time without notice.



 


II.We
Provide Full, Fair, Accurate, Timely and Understandable Disclosure 


 


We are committed to
providing our shareholders and investors with full, fair, accurate, timely and understandable disclosure in the reports that we
file with the United States Securities and Exchange Commission and with the Canadian provincial securities regulators. To this
end, our directors, officers and employees shall:


 


		·	not make false or misleading entries in our books and records for any reason;



  


		·	not condone any undisclosed or unrecorded bank accounts or assets established for any purpose;



  


		·	comply with generally accepted accounting principles at all times;



  


		·	notify our Chief Financial Officer if there is an unreported transaction;



  


		·	maintain a system of internal accounting controls that will provide reasonable assurances to management
that all transactions are properly recorded;



 





		·	maintain books and records that accurately and fairly reflect our transactions;



  


		·	prohibit the establishment of any undisclosed or unrecorded funds or assets;



  


		·	maintain a system of internal controls that will provide reasonable assurances to our management
that material information about the Company is made known to management, particularly during the periods in which our periodic
reports are being prepared;



  


		·	present information in a clear and orderly manner and avoid the use of unnecessary legal and financial
language in our periodic reports; and



  


		·	not communicate to the public any non-public information unless expressly authorized to do so.



 


Directors, officers
and employees must also read and comply with any Disclosure Controls and Procedures Policy adopted by the Company.


 


 



    	 



    	- 5 -



    




 


III.We Comply With all Laws, Rules
and Regulations


 


We will comply with
all laws and governmental regulations that are applicable to our activities, and expect all our directors, officers and employees
to obey the law. Specifically, we are committed to:


 


		·	maintaining a safe and healthy work environment;



  


		·	promoting a workplace that is free from discrimination or harassment based on race, colour, religion,
sex, age, national origin, disability or other factors that are unrelated to the Company’s business interests;



  


		·	supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;



  


		·	conducting our activities in full compliance with all applicable environmental laws;



  


		·	keeping the political activities of our directors, officers and employees separate from our business;



  


		·	prohibiting any illegal payments, gifts, or gratuities to any government officials or political
party;



 


		·	prohibiting the unauthorized use, reproduction, or distribution of any third party’s trade
secrets, copyrighted information or confidential information; and



  


		·	complying with all applicable securities laws.



 


Our directors, officers
and employees are prohibited from trading our securities while in possession of material, non-public (“inside”) information
about the Company. Our Share Trading Policy describes the nature of inside information and the related restrictions on trading.


 


REPORTING
AND EFFECT OF VIOLATIONS


 


Compliance with this
code of conduct is, first and foremost, the individual responsibility of every director, officer and employee. We attempt to foster
a work environment in which ethical issues and concerns may be raised and discussed with supervisors or with others without the
fear of retribution. It is our responsibility to provide a system of reporting and access when you wish to report a suspected violation,
or to seek counselling, and the normal chain of command cannot, for whatever reason, be used.


 


Administration


 


Our Board of Directors
and Audit Committee have established the standards of business conduct contained in this Code and oversee compliance with this
Code. Additionally, we have appointed the Company’s General Counsel to serve as the Company Ethics Officer to ensure adherence
to the Code. While serving in this capacity, the Company Ethics Officer reports directly to the Board of Directors.


 



    	 



    	- 6 -



    




Training on this Code
will be included in the orientation of new employees and provided to existing directors, officers, and employees on an on-going
basis. To ensure familiarity with the Code, directors, officers, and employees will be asked to read the Code and sign a Compliance
Certificate annually.


 


Reporting Violations and Questions


 


Directors, officers,
and employees must report, in person or in writing, any known or suspected violations of laws, governmental regulations or this
Code to either the Company Ethics Officer or the Chair of the Audit Committee of our Board of Directors. Additionally, directors,
officers, and employees may contact the Company Ethics Officer or the Chair of the Audit Committee with a question or concern about
this Code or a business practice. Any questions or violation reports will be addressed immediately and seriously, and can be made
anonymously. If you feel uncomfortable reporting suspected violations to these individuals, you may report matters to McCarthy
Tétrault LLP or Hogan Lovells US LLP, our outside legal counsel. The address and telephone number of these persons are listed
in the attachment to this Code.


 


We will not allow
any retaliation against a director, officer or employee who acts in good faith in reporting any violation.


 


Our Company Ethics
Officer will investigate any reported violations and will determine an appropriate response, including corrective action and preventative
measures, involving the Chair of the Audit Committee or Chief Executive Officer when required. All reports will be treated confidentially
to every extent possible.


 


Consequences of a Violation.


 


Directors, officers
and employees that violate any laws, governmental regulations or this Code will face appropriate, case specific disciplinary action,
which may include demotion or immediate discharge.


 




    	 



    	- 7 -



    


 


 


	Names and Addresses (as of January 1, 2013)
	 	 
	Reporting Contacts:	 
	Company Ethics Officer:	The Chair of our Audit Committee:
	
        Name: Lawrence W. Talbot

        Address: Suite 1901 – 1177 West Hastings
        Street, Vancouver, B.C., CANADA V6E 2K3

        Phone: (604) 408-7488

        E-mail: lawrence.talbot@talbotlaw.ca
	
        Name: Anton J. Drescher

        Address: Terminal City Club Tower, Suite 507
        – 837 West Hastings Street, Vancouver, B.C., CANADA V6C 3N6

        Phone: (604) 685-1017

        E-mail: ajd@harbourpacific.com



  


Additional Reporting Contacts:





 





	Our Outside Counsel in Canada:	Our Outside Counsel in the United States:







 


	
        McCarthy Tétrault LLP

        Attn: Robin Mahood

        Pacific Centre

        P.O. Box 10424,

        Suite 1300, 777 Dunsmuir Street

        Vancouver BC V7Y 1K2

        Phone: (604) 643-5911

        E-mail: rmahood@mccarthy.ca
	
        Hogan Lovells US LLP

        Attn: Paul Hilton

        One Tabor Center, Suite 1500

        1200 Seventeenth Street,

        Denver, CO 80202

        Phone: (303) 454-2414

        E-mail: philton@hoganlovells.com