Exhibit 10.2


 





FINANCIAL
AND ACCOUNTING CONSULTING AGREEMENT


 


THIS FINANCIAL AND ACCOUNTING CONSULTING
AGREEMENT dated for reference the 11th day of May, 2015.


 


BETWEEN:


 


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


 


(the “Company”)


 


AND:


 


CROSS DAVIS & COMPANY LLP., CERTIFIED
GENERAL ACCOUNTANTS, a limited liability partnership formed under the laws of the Province of British Columbia and having an
office at Suite 510 – 580 Hornby Street, Vancouver, British Columbia, CANADA V6C 3B6


 


(the “Consultant”)


 


WHEREAS:


 


		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.	As a reporting issuer in Canada, a public company whose common shares are registered under United
States securities laws and a company whose common shares are listed on Canadian and United States stock exchanges, the Company
is subject to continuous disclosure requirements under both Canadian and United States laws and the rules and policies of the stock
exchanges on which its common shares are listed, particularly with respect to its financial affairs;



 


		D.	The Consultant is a firm of Certified General Accountants with expertise in advising and assisting
public companies in both Canada and the United States with respect to such companies’ annual and interim financial statements,
the associated managements’ discussion and analysis, and financial information contained in other continuous disclosure documents,
as well as the provision of general advice and services with respect to accounting and financial reporting under US generally accepted
accounting principles, and has the necessary personnel, experience and expertise to provide such services and has agreed to provide
the same to the Company, and the Company wishes to retain the services of the Consultant in that regard, all on the terms and conditions
set forth herein.



 









    	 



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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 hereof on the terms and conditions hereinafter set forth.



 


		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 more specifically set forth in Schedule
“A” (collectively, 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 or curtailed by the Company as may be determined
by the Company to be appropriate and consistent with its ongoing business needs from time to time at its sole discretion upon written
notice to the Consultant of such changes, provided, however, that, should the Company request the Consultant to provide any services
which do not naturally arise in the context of and cannot reasonably be considered as part of or related to, the Services (the
“Additional Services”), then, if the Consultant agrees to render such Additional Services, prior to undertaking any
such Additional Services, the Consultant and the Company will agree upon the terms and conditions of particular retainer with respect
thereto, including the fee to be charged by the Consultant in respect of, and the time frame for the provision thereof, except
that, unless otherwise agreed by the parties, the provisions of this agreement (other than in respect of fees) will apply in respect
of any such Additional Services as if the Additional Services were Services.



 


		2.3	The Consultant will retain or employ appropriately qualified and experienced personnel to perform
the Services on behalf of the Consultant.



 


		2.4	In connection with the provision of the Services, the Chief Financial Officer of the Company (“CFO”)
will be the primary contact person to deal with the Consultant and with the specific personnel of the Consultant engaged in the
provision of the Services. However, the Consultant and its personnel are authorized to receive instructions from, and act on the
direction of, and provide information and advice to, any of the CFO, the Chief Executive Officer of the Company (“CEO”),
the Company’s Controller and such other of the Company’s personnel as the CFO or CEO may, by way of a written notification
to the Consultant identifying such other personnel, permit the Consultant to receive instructions from.



 



    	 



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		2.5	The Consultant and its employees will:



 


		(a)	provide the Services:



 


		(i)	in a good, prudent and workman-like manner,



 


		(ii)	with respect to any personnel of the Consultant holding a professional designation, in accordance
with their professional responsibilities and obligations as such professional,



 


		(iii)	to the best of their ability and using their best efforts, skill and judgement in accordance with
good and prudent business practices; 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.



 


		2.6	Subject to subsection 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, or any
of its personnel, 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.



 


		2.7	The total liability of the Consultant and any of its personnel for any errors, omissions or negligent
acts, whether they are in contract or in tort or in breach of fiduciary duty or otherwise, arising from the performance or non-performance
of any Services by the Consultant or by any of its personnel will be limited to the sum available in respect of the liability of
the Consultant under the policy or policies of professional liability insurance available to indemnify the Consultant at the time
any such claim is made.



 


3.                 
COMPENSATION AND EXPENSES


 


		3.1	As the sole consideration for the Services to be rendered by the Consultant hereunder, the Company
will pay to the Consultant the sum of SIX THOUSAND (CAD 6,000) DOLLARS per calendar month for each calendar month this agreement
is in effect (the “Consulting Fee”), plus any applicable provincial sales tax and/or Canadian federal Goods and Services
Tax (collectively, “GST”).



 



    	 



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		3.2	During the Term, the Company will pay the Consulting Fee (plus GST, all of which will be promptly
remitted by the Consultant to the applicable taxing authority in accordance with applicable requirements) and any amounts owing
under subsections 3.3 and 4.3 to the Consultant monthly, in arrears, upon presentation by the Consultant to the Company of an invoice
in respect of each month’s Consulting Fee with respect to the Services rendered in such month. Invoices not paid by the Company
within thirty (30) days of receipt will be subject to simple interest at the rate of ten (10%) percent per annum.



 


		3.3	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 general nature and anticipated amount of such
expenses have been pre-approved by the Company and are supported by invoices or receipts with respect to all expenses and disbursements.
The Consultant will submit all claims for such costs, expenses and disbursements for reimbursement on the monthly invoices for
the Consulting Fees.



 


4.                 
RELATIONSHIP OF THE COMPANY AND THE CONSULTANT


 


		4.1	The Company acknowledges that the Consultant is a firm of Certified General Accountants carrying
on the business of providing financial and accounting services and other business advice for gain, profit or other pecuniary advantage
including, without limitation, the provision of services similar or identical to the Services to other public and private companies.
The Consultant undertakes to have available the appropriate personnel as required to ensure that the Services are efficiently and
competently performed.



 


		4.2	The Consultant will perform all Services as an independent contractor, and will not, in the performance
of Services, be considered for any reason to be, nor will the Consultant or any of its personnel, hold itself or themselves out
to be, an agent, partner, director, officer or employee of the Company by virtue of this agreement.



 


		4.3	To the extent reasonably required in connection with the provision of the Services, if requested
by the Company, the Consultant’s personnel will be prepared to, and will, travel as, where and when necessary, provided that
the Company has been advised of the anticipated amount of such travel expenses and has agreed to reimburse the Consultant for such
expenses, subject only to receipt of invoices or receipts with respect to such travel expenses.



 


		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 and its personnel (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 its 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:



 



    	 



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		(a)	trading 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, the Consultant, and any of its personnel engaged in rendering the Services, will be considered
to be 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 prohibited activities will materially and adversely affect the ITH Group. Accordingly,
the Consultant agrees that it will take all necessary steps to fully comply with applicable legislation regarding any trading in
the securities of the Company and to ensure that its personnel who render any Services are aware of the applicable legislation
regarding any trading in the securities of the Company.


 


		4.5	The Company has adopted a “Code of Business Conduct and Ethics” (the “Code”),
a copy of which is attached as Schedule “B”. The Consultant agrees that it is, and any of its personnel who render
any of the Services on behalf of the Consultant are, bound by the Code in connection with the provision of the Services and the
manner of the carrying out thereof, and agrees that it will provide each of its personnel who may render Services with a copy of
the Code and have such personnel sign an acknowledgement that they have become fully familiar, and will comply, with the provisions
of the Code. In addition to the termination provisions specified in Section 5, a failure by the Consultant, or any of its personnel
who render Services hereunder, to fully comply with the provisions of the Code could result in immediate termination by the Company
of this agreement for cause without any compensation whatsoever.



 


		4.6	With respect specifically to those Services relating to the involvement of the Consultant and its
personnel with the preparation of any annual and interim consolidated financial statements of the Company, the parties agree that:



 


		(a)	the Consultant and its personnel will assist management of the Company in preparing the “prepared
by management” consolidated financial statements for such annual and interim periods from information provided by the Company
to the Consultant, and will not, and will not be required to, perform an audit, review or compilation engagement on such information;



 



    	 



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		(b)	since the Consultant is accepting the engagement hereunder as accountants, not as auditors, the
Company agrees that it will not record the provision of such Services as an auditing engagement in the minutes of any meetings
of its directors or shareholders, and the Services will not result in the expression by the Consultant or any of its personnel
of an audit opinion or any other form of assurance on such financial statements nor the fulfilling of any statutory or other audit
requirement;



 


		(c)	the Company will, in respect of any such financial statements, provide to the Consultant accurate
and complete information as necessary for the Consultant to be able to perform the Services and any Additional Services required
under this agreement, including such accurate and complete information as necessary to assist in the review, and any additional
preparation as may be requested by the CFO and agreed to by the Consultant, of such “prepared by management” financial
statements;



 


		(d)	the financial statements are considered to be “prepared by management”, and the responsibility
for the accuracy and completeness of the representations in the financial statements remains with management and the Consultant
will have no liability should such representations be determined to be inaccurate or incomplete;



 


		(e)	the engagement of the Consultant hereunder, and the provision of the Services by the Consultant
and its personnel, cannot be relied upon to prevent or detect error and fraud and other irregularities, and the Company acknowledges
that that responsibility for the prevention and detection of error and fraud and other irregularities must remain with management;
and



 


		(f)	the Company will ensure that the Consultant and its personnel will have access to all corporate
information in the custody of the Company that the Consultant and its personnel require to provide the Services, and the Services
are provided on the basis that the Company has obtained any required consents for collection, use and disclosure to the Consultant
and its personnel of corporate information required under applicable privacy legislation.



 


5.                 
TERMINATION


 


		5.1	The Term will terminate upon any one or more of the following events:



 


		(a)	immediately upon written notice to the Consultant from the Company upon the occurrence of any of
the following events:



 


		(i)	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, or if a receiver, liquidator or receiver manager
is appointed for the assets or business of the Consultant,



 



    	 



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		(ii)	the Consultant, or any of its personnel, in the reasonable opinion of the Company, performs any
of the Services in a manner, or otherwise takes any actions, which violate, or could reasonably be considered to violate, any applicable
laws and regulations, the rules, policies and national and multilateral instruments of applicable securities commissions, the rules
and policies of applicable stock exchanges or the policies of the Company,



 


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



 


		(iv)	there is a complete or substantially complete refusal by the Consultant to render the required
Services hereunder; or



 


		(b)	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 which is ninety (90) days’ after the delivery of such Termination Notice, unless the parties
agree upon an earlier or later termination date (“Termination Date”).



 


		5.2	Upon the termination of this agreement, for whatever reason, all of the liabilities, obligations
(other than the obligation to provide the Services under this agreement) and rights of the Consultant and the Company will continue
in full force and effect for so long as it necessary ensure that any matters arising out of this agreement, the performance of
the Services, and any disputes or disagreements between the parties with respect thereto are fully and completely dealt with and
resolved and, in any case, for a period of three (3) years following the Termination Date.



 


		5.3	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, except that, if this agreement is terminated by either
party pursuant to paragraph 5.1(b):



 


		(a)	the Company will continue to pay the Consulting Fee, plus applicable GST, and any other expenses
payable to the Consultant under subsections 3.3 and 4.3 until the Termination Date; and



 


		(b)	unless otherwise directed by the Company, the Consultant will continue to provide the Services
until the Termination Date.



 


6.                 
NON-COMPETITION


 


		6.1	For the purposes of this agreement:



 


		(a)	the phrase “Competitive Activities” means the participation of the Consultant or any
of the partners thereof, directly or indirectly through any corporation, partnership, 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 or any of the partners thereof, directly or indirectly through
any corporation, partnership, firm or joint venture in the management of any enterprise or 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.



 


		6.2	During the Term and for a period of one (1) year after the termination of this agreement for any
reason whatsoever, neither the Consultant, nor any of the partners of the Consultant, will engage in any Competitive Activities.



 


7.                 
CONFIDENTIAL INFORMATION


 


		7.1	The Consultant will, and will ensure that all of its personnel engaged in the provision of any
Services 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 for 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 or any partner, employee or agent thereof;



 





		(b)	except, and then only to the extent required under the specific circumstances, as reasonably necessary
for the Consultant or any of the Consultant’s personnel to provide the Services, 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, which it, or any of its partners, employees
or agents, may acquire in the course of providing the Services for its or their own benefit, directly or indirectly, or for the
benefit of any other person.



 


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



 


		(a)	any information relating to:



 



    	 



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		(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;


 


		(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 or any of its personnel
(in whatever form, including paper, photographic, electronic, digital, machine-readable or otherwise) at any time during the Term,
or made available to the Consultant or any of its personnel 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 and its personnel 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, and will cause all
of its personnel to, immediately surrender to the Company:



 


		(a)	all Confidential Information in the possession of the Consultant or in the possession of any of
the Consultant’s personnel; and



 



    	 



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		(b)	any property and other things of value in the possession of the Consultant or in the possession
of any of the Consultant’s personnel 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 it determines is necessary, in its sole discretion, to meet its 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 the 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.


 


		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 arbitrators’ 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.



 



    	 



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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.



 


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 without the prior written consent of the Company.



 


		12.2	The obligations and rights of the Company under this agreement may not be assigned or transferred
by the Company in any manner without the prior written consent of the Consultant.



 


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.



 



    	 



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		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.             
GENERAL


 


		15.1	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.



 


		15.2	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.



 


		15.3	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.



 


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



 


		15.5	This agreement has been made in, and will be governed by and interpreted in accordance with the
laws of, the province of British Columbia.



 


		15.6	This agreement may be executed in two or more counterparts, and delivered by facsimile or electronic
transmission, each of which will be deemed an original and all of which



 


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together will
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


 


 


CROSS DAVIS & COMPANY LLP


 


 


Per:(signed) David Cross                                                    

Authorized Signatory


 


 




    	 



    	 



    


 


Schedule “A”


 


Services to be Provided


 


The Consultant will provide the following
specific services:


 


		1.	Assist management of the Company in the review of, and, as may reasonably be requested by the Company’s
Chief Financial Officer, the additional preparation of, the Company’s annual and interim financial statements and related
management’s discussion and analysis to be prepared in accordance with United States Generally Accepted Accounting Principles
and as required to be filed with the applicable securities commissions and stock exchanges in the United States and Canada, including
the review and examination of journals, ledgers and working papers as required and the provision of advice regarding compliance
with applicable financial reporting standards.



 


		2.	As requested by the Chief Financial Officer, participate in the review and preparation of, the
financial portions of the Company’s continuous disclosure documentation (particularly with respect to the review of the financial
content thereof) including, without limitation, annual reports on Form 10-K, interim reports on Form 10-Q, annual proxy statements,
annual general meeting materials, news releases and material change reports.



 


		3.	Provide assistance to the Company’s Chief Financial Officer in 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 actual 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.



 


		4.	Provide assistance to the Company’s Chief Financial Officer in preparing standard practices
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.



 


		5.	Advise the Chief Financial Officer of the Company, on an ongoing basis, as to changes which the
Consultant determines to be relevant to the Company, with respect to financial reporting regulatory requirements for public companies
in the United States and Canada including, without limitation, SOX requirements, changes in US GAAP and financial reporting standards.



 




    	 



    	 



    


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;



 


6.     
 


 


		·	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;



 


7.


 


		·	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