International Tower Hills Mines Ltd. - Exhibit 10.1 - Filed by newsfilecorp.com





INTERNATIONAL TOWER HILL MINES LTD. 

SUBSCRIPTION AGREEMENT 

(SHARES –NON-BROKERED) 

INSTRUCTIONS 

All Subscribers: 

	1. 	
      Complete and sign pages i and ii of the Subscription
      Agreement.

	 	 
	2. 	
      If you are a portfolio manager resident outside of Canada
      and you are not purchasing securities with an aggregate acquisition cost
      of at least $150,000, complete and sign the Accredited Investor
      Certificate – Appendix I to Schedule A



All Canadian Residents: 

	1. 	
      Complete and sign the Canadian Exemption Certificate –
      Schedule A, and if you are an “Accredited Investor”, complete and
      sign the Accredited Investor Certificate – Appendix I to Schedule
      A



All U.S. Purchasers (as defined herein): 

	1. 	
      Complete and sign the U.S. Accredited Investor
      Certificate – Schedule B



PLEASE DELIVER YOUR COMPLETED AND ORIGINALLY EXECUTED COPY
OF, AND THE OTHER DOCUMENTS REQUIRED TO BE DELIVERED WITH, THIS SUBSCRIPTION
AGREEMENT TO THE CORPORATION, ATTENTION MARLA K. RITCHIE (FAX NO.
1-604-408-7499 OR mritchie@ithmines.com) AS SOON AS POSSIBLE. 

 

 

 

 

THE SHARES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE
OFFERED OR SOLD UNLESS REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR PURSUANT TO AN EXEMPTION
FROM SUCH REGISTRATION REQUIREMENTS. HEDGING TRANSACTIONS INVOLVING THE SHARES
OFFERED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.





- i - 

	
      TO: 
	
      International Tower Hill Mines Ltd. (the
      “Corporation”) of Suite 2300– 1177 West Hastings Street, Vancouver,
      BC V6E 2K3 



The undersigned (the “Subscriber”) on its own behalf or,
if applicable, on behalf of the disclosed purchaser who is identified by name
and on whose behalf the Subscriber, as agent, is purchasing hereunder (the
“Disclosed Purchaser”), hereby irrevocably subscribes for and agrees to
purchase from the Corporation, on and subject to the terms and conditions
attached hereto, that number of common shares without par value in the capital
stock of the Corporation (“Common Shares”) set forth below, for the
aggregate subscription price set forth below at a subscription price of $0.46
per share (the “Purchase Price”). Attached as Appendix 1 to this
Agreement are the terms and conditions of the sale of the Purchased Securities
(as defined herein) and the representations, warranties, certifications and
covenants hereby made by the Subscriber and the Corporation, all of which
Appendix 1 forms part of and is hereby incorporated by reference into this
Agreement (the “Terms and Conditions”). 

The Offering (as defined herein) is subject to, among other
things, the Corporation obtaining conditional acceptance from The Toronto Stock
Exchange (the “TSX”) to list the Offered Securities (as defined herein)
and consent for the Offering from the NYSE MKT LLC (“NYSE MKT” and,
together with the TSX, the “Exchanges”). 


	Number of Common Shares 
subscribed for
    	Subscriber’s Total Subscription
      
Funds 
	 

	 



Execution by the Subscriber (Please also ensure all
schedules (as applicable) are completed and executed (see
“Instructions” on the first page of this
Agreement)): 

EXECUTED by the Subscriber this _________ day of
___________________, 2014. 

 

	 	 	 
	Signature of Subscriber (if Subscriber is an individual) or
      of 	 	(Subscriber’s Residential or Head Office
      Address) (please print) 
	 	 	 
	 	 	 
	 	 	 
	the Authorized Signatory (if Subscriber is not an
      individual) 	 	  
	Name of Subscriber (please print) 	 	  
	 	 	 
	 	 	 
	Name and Official Capacity or Title of Authorized Signatory
    	 	(Telephone Number) 
	(please print) 	 	  
	 	 	 
	 	 	 
	  	 	(Facsimile Number) 







	   
                         
                         
                         
                         
                         
                         
                       - ii -

	IF YOU ARE SIGNING THIS
      AGREEMENT AS AGENT FOR A
      DISCLOSED
   PURCHASER PLEASE PROVIDE THE 
	FOLLOWING
      INFORMATION FOR EACH DISCLOSED
 PURCHASER 


Details of Disclosed Purchaser, if applicable

	
      Name of Disclosed Purchaser (please print) 
	 	Disclosed Purchaser’s Residential
      or Head Office Address 
	 	 	 
	 	 	 
	
      (Telephone Number) 
	 	(Facsimile Number) 
	 	 	 
	Registration Instructions (if other than in name
      of Subscriber): 	 	Certificate Delivery Instructions (if
      other than the address above): 
	 	 	 
	 	 	 
	Name and Address (as it should appear on the
      certificates) 	 	Address 
	 	 	 
	 	 	 
	  	 	  
	 	 	 
	 	 	 
	Account reference, if applicable 	 	Account reference, if applicable 
	 	 	 
	 	 	 
	Address of Intermediary 	 	Contact Name 
	 	 	 
	  	 	(               
      ) 
	  	 	Telephone Number 


The Purchased Securities will be subject to a hold period in
Canada of four months from the Closing Date pursuant to applicable securities
laws. The certificates evidencing the Purchased Securities will bear a legend to
that effect, as applicable. Consequently, the Purchased Securities will be
subject to resale restrictions during such period. Additional restrictions will
apply to Purchased Securities purchased by persons in the United States or
purchasing for the account or benefit of persons in the United States, as
described in Schedule B. You are advised to consult your own legal advisors in
this regard. 

Present Ownership of Securities 

The Subscriber or Disclosed Purchaser, as the case may be,
either [check appropriate box]: 

	[   ]	owns directly or indirectly, or
      exercises control or direction over, no common shares in the capital stock
      of the Corporation or securities convertible into common shares in the
      capital stock of the Corporation; or 
	 	 
	[   ]	owns directly or indirectly, or
      exercises control or direction over, common shares in the capital stock of
      the Corporation and convertible securities entitling the Subscriber to
      acquire an additional common shares in the capital stock of the
      Corporation. 


Insider

The Subscriber or Disclosed Purchaser, as the case may be, is
either [check appropriate box]: 

	[   ]	an “Insider” as such term is
      defined in the Company Manual of the TSX; or 
	 	 
	[   ]	is not an “Insider” as so
      defined. 






- iii - 

This Agreement is accepted by International Tower Hill Mines
Ltd., subject to the Terms and Conditions,
this                         
day of ______________________, 2014. 

INTERNATIONAL TOWER HILL MINES LTD. 

Per:
____________________________________________
         
Authorized Signatory 




APPENDIX 1 
TERMS AND CONDITIONS OF THE OFFERING


THE TERMS AND CONDITIONS OF THE OFFERING ARE AS FOLLOWS:


1.        
Definitions

Definitions: In this Agreement, unless the context
otherwise requires: 

	 	(a) 	
      “1933 Act” means the United States Securities Act of
      1933, as amended;

	 	 	 
	 	(b) 	
      “Accredited Investor” has the meaning ascribed to such
      term in National Instrument 45-106;

	 	 	 
	 	(c) 	
      “Agreement” means the subscription agreement of which
      this Appendix 1 forms part, and includes all other schedules and
      appendices attached thereto, in each case, as the same may be amended,
      supplemented or restated from time to time;

	 	 	 
	 	(d) 	
      “Business Day” means a day on which Canadian chartered
      banks are open for the transaction of regular business in the City of
      Vancouver, British Columbia;

	 	 	 
	 	(e) 	
      “Closing” means the closing of the purchase and sale of
      the Offered Securities which may, at the discretion of the Corporation,
      occur in one or more tranches;

	 	 	 
	 	(f) 	
      “Closing Date” means the date or dates (as applicable) of
      Closing, which will be such date or dates (as applicable) as the
      Corporation may determine following receipt by the Corporation of all
      required regulatory acceptances/approvals;

	 	 	 
	 	(g) 	
      “Commissions” means the provincial securities commission
      or other regulatory authority in each of the Offering
  Jurisdictions;

	 	 	 
	 	(h) 	
      “Common Shares” means the common shares without par value
      in the capital stock of the Corporation as constituted on the date
      hereof;

	 	 	 
	 	(i) 	
      “Corporation” means International Tower Hill Mines Ltd.,
      a company incorporated under the Business Corporations Act (British
      Columbia) and includes any successor corporation thereto;

	 	 	 
	 	(j) 	
      “CRA” means the Canada Revenue Agency;

	 	 	 
	 	(k) 	
      “Directed Selling Efforts” means “directed selling
      efforts” as defined under Regulation S;

	 	 	 
	 	(l) 	
      “Disclosed Purchaser” means the person on whose behalf
      the Subscriber, as agent, is purchasing hereunder, if any;

	 	 	 
	 	(m) 	
      “Distribution Compliance Period” means the “distribution
      compliance period” as defined under Rule 902(f) of Regulation S;

	 	 	 
	 	(n) 	
      “Distributor” means a “distributor” as defined in Rule
      902(d) of Regulation S;

	 	 	 
	 	(o) 	
      “Dollars” or “$” means lawful money of Canada;

	 	 	 
	 	(p) 	
      “General Solicitation” or “General Advertising” means
      “general solicitation or general advertising”, as used under Rule 502(c)
      of Regulation D, including any advertisements, articles, notices or other
      communications published in any newspaper, magazine or similar media or
      broadcast over radio or television, or any seminar or meeting whose
      attendees had been invited by general solicitation or general
      advertising;







- 2 - 

	 	(q) 	
      “National Instrument 45-106” means National Instrument
      45-106 “Prospectus and Registration Exemptions” of the Canadian Securities
      Administrators;

	 	 	 
	 	(r) 	
      “Offered Securities” means up to 20,567,341 Common Shares
      offered for sale by the Corporation pursuant to the Offering;

	 	 	 
	 	(s) 	
      “Offering” means the offering of the Offered Securities
      on a private placement basis;

	 	 	 
	 	(t) 	
      “Offering Jurisdictions” means collectively the provinces
      of British Columbia, Alberta and Ontario, the United States and such other
      jurisdictions as may be agreed to by the Corporation;

	 	 	 
	 	(u) 	
      “Person” means an individual, a firm, a corporation, a
      syndicate, a partnership, a trust, an association, an unincorporated
      organization, a joint venture, an investment club, a government or an
      agency or political subdivision thereof and every other form of legal or
      business entity of whatsoever nature or kind;

	 	 	 
	 	(v) 	
      “Personal Information” means any personal information as
      that term is defined under applicable privacy legislation, including,
      without limitation, the Personal Information Protection and Electronic
      Documents Act (Canada) and any other applicable similar, replacement
      or supplemental provincial or federal legislation or laws in effect from
      time to time and without limiting the foregoing, but for greater clarity
      in this Agreement, means information about an identifiable individual,
      including but not limited to any information about the Subscriber and, if
      applicable, any Disclosed Purchaser, and includes information provided by
      the Subscriber in this Agreement;

	 	 	 
	 	(w) 	
      “Purchase Price” means $0.46 per Offered
  Security;

	 	 	 
	 	(x) 	
      “Purchased Securities” means the Common Shares which the
      Subscriber has agreed to purchase under this Agreement;

	 	 	 
	 	(y) 	
      “Regulation D” means Regulation D promulgated under the
      1933 Act;

	 	 	 
	 	(z) 	
      “Regulation S” means Regulation S promulgated under the
      1933 Act;

	 	 	 
	 	(aa) 	
      “Regulatory Authorities” means the Commissions and the
      Exchanges;

	 	 	 
	 	(bb) 	
      “Securities Laws” means the securities legislation and
      regulations of, and the instruments, policies, rules, orders, codes,
      notices and interpretation notes of each of the Commissions;

	 	 	 
	 	(cc) 	
      “Subscriber” means the Person purchasing the Purchased
      Securities, whose name appears on the execution page of the Agreement and
      who has signed the Agreement or, if the Person whose name appears on the
      execution pages hereof has signed the Agreement as agent for or on behalf
      of a Disclosed Purchaser and is not purchasing the Purchased Securities as
      principal, the Disclosed Purchaser as identified on page ii of the
      Agreement;

	 	 	 
	 	(dd) 	
      “Subscription Proceeds” means the aggregate Purchase
      Price paid by the Subscriber for the Purchased Securities;

	 	 	 
	 	(ee) 	
      “U.S. Accredited Investor” means an “accredited investor”
      that satisfies one or more of the criteria set forth in Rule 501(a) of
      Regulation D;

	 	 	 
	 	(ff) 	
      “U.S. Person” means “U.S. person” as defined in Rule
      902(k) of Regulation S;

	 	 	 
	 	(gg) 	
      “U.S. Purchaser” means (i) any person resident in the
      United States; (ii) any U.S. Person; (iii) any person purchasing the
      Purchased Securities for the account or benefit of a U.S. Person or person
      in the United States; (iv) any person that receives or received an offer
      of the Purchased Securities while in the United States; or (iv) any person that was (or
      whose authorized signatory was) in the United States at the time their buy
      order was originated or this Agreement was executed. U.S. Purchaser does
      not include persons excluded from the definition of U.S. Person pursuant
      to Rule 902(k)(2)(vi) of Regulation S or persons holding accounts excluded
      from the definition of U.S. Person pursuant to Rule 902(k)(2)(i) of
      Regulation S, solely in their capacities as holders of such accounts;
  and







- 3 - 

	 	(hh) 	
      “United States” means the United States of America, its
      territories and possessions, any state of the United States and the
      District of Columbia.



2.        
Conditions of the Offering 

In connection with your purchase of the Purchased Securities,
you agree to return to the Corporation as soon as possible the following
documents: 

	 	(a) 	
      this Agreement, duly completed and executed;

	 	 	 
	 	(b) 	
      a certified cheque, bank draft or wire transfer for the
      aggregate Purchase Price of the Purchased Securities payable to the
      Corporation;

	 	 	 
	 	(c) 	
      if you are, or, if applicable, the Disclosed Purchaser
      is, a resident of Canada, a duly completed Canadian Exemption Certificate,
      attached as Schedule A hereto, and if you are, or, if applicable, the
      Disclosed Purchaser is, an “Accredited Investor”, a duly executed and
      completed Accredited Investor Certificate, attached as Appendix I to
      Schedule A hereto;

	 	 	 
	 	(d) 	
      if you are a portfolio manager resident outside of Canada
      and you are not purchasing sufficient Offered Securities so that the
      aggregate acquisition cost of the Purchased Securities is $150,000, a duly
      executed and completed Accredited Investor Certificate, attached as
      Appendix I to Schedule A hereto;

	 	 	 
	 	(e) 	
      if you are, or, if applicable, the Disclosed Purchaser
      is, in the United States or purchasing for the benefit or account of a
      person in the United States, a duly executed and completed U.S. Accredited
      Investor Certificate, attached as Schedule B hereto; and

	 	 	 
	 	(f) 	
      any further documentation as required to be provided by
      the Subscriber under the Securities Laws or by the policies of the
      Exchanges or other Regulatory Authorities in connection with the purchase
      and sale of the Purchased Securities.



The obligation of the Corporation to sell the Purchased
Securities to you is subject to, among other things, the conditions that: 

	 	(a) 	
      you having executed and returned all documents required
      by the Securities Laws and the policies of the Exchanges for delivery on
      your behalf, including the forms set out in Schedule A and Schedule B
      attached hereto, as applicable, to the Corporation, as the sale of the
      Purchased Securities by the Corporation to you will not be qualified by a
      prospectus;

	 	 	 
	 	(b) 	
      the representations and warranties made by you on your
      own behalf or, if applicable, on behalf of the Disclosed Purchaser
      (including representations and warranties made in any Schedule attached
      hereto, as applicable) being true and correct when made and true and
      correct on the Closing Date with the same force and effect as if they had
      been made on and as of such date;

	 	 	 
	 	(c) 	
      all covenants, agreements and conditions contained in
      this Agreement to be performed by you or, if applicable, the Disclosed
      Purchaser on or prior to the Closing Date having been performed or
      complied with in all material respects;







- 4 - 

	 	(d) 	
      the Corporation receives conditional acceptance of notice
      of the Offering and conditional approval for the listing of the Offered
      Securities from the TSX and approval for the listing of the Offered
      Securities from NYSE MKT; and

	 	 	 
	 	(e) 	
      all other necessary regulatory approvals having been
      obtained by the Corporation prior to the Closing
Date.



The obligation of the Subscriber and, if applicable, the
Disclosed Purchaser to purchase the Purchased Securities from the Corporation is
subject to, among other things, the conditions that: 

	 	(a) 	
      the representations and warranties made by the
      Corporation being true and correct when made and true and correct on the
      Closing Date with the same force and effect as if they had been made on
      and as of such date;

	 	 	 
	 	(b) 	
      all covenants, agreements and conditions contained in
      this Agreement to be performed by the Corporation on or prior to the
      Closing Date having been performed or complied with in all material
      respects;

	 	 	 
	 	(c) 	
      the Corporation receives conditional acceptance of notice
      of the Offering and conditional approval for the listing of the Offered
      Securities from the TSX and approval for the listing of the Offered
      Securities from NYSE MKT; and

	 	 	 
	 	(d) 	
      all other necessary regulatory approvals having been
      obtained by the Corporation prior to the Closing
Date.



By returning this Agreement you consent on your own behalf or,
if applicable, on behalf of the Disclosed Purchaser, to the filing by the
Corporation of all documents and personal information concerning you or, if
applicable, the Disclosed Purchaser, provided in this Agreement required by the
Securities Laws and the policies of the Exchanges. 

If you are not subscribing for the Purchased Securities for
your own account, each Disclosed Purchaser for whom you are contracting
hereunder must be purchasing the Purchased Securities as principal, for such
Disclosed Purchaser’s own account, and (unless you are an authorized agent with
power to sign on behalf of the beneficial purchaser) must execute all documents
required by the Securities Laws of the Offering Jurisdictions and the policies
of the Exchanges with respect to the Purchased Securities being acquired by such
Disclosed Purchaser as principal. If you are signing this Agreement as agent or
pursuant to a power of attorney for the Subscriber, you represent and warrant
that you have authority to bind the Subscriber. 

You agree, and you agree to cause any Disclosed Purchaser for
whom you are contracting hereunder, to comply with all Securities Laws and with
the policies of the Exchanges concerning the purchase of, the holding of, and
the resale restrictions applicable to, the Purchased Securities. 

You acknowledge on your own behalf or, if applicable, on behalf
of the Disclosed Purchaser, that the Corporation has the right to close the
subscription books at any time without notice and to accept or reject any
subscription in its sole discretion. 

3.        
The Purchased Securities

The Purchased Securities will be issued and registered in the
name of the Subscriber or its nominee in accordance with the instructions
provided by the Subscriber on page ii of this Agreement. 

The issue of the Purchased Securities will not restrict or
prevent the Corporation from obtaining any other financing, or from issuing
additional securities, options, warrants or rights. 




- 5 - 

4.        
The Closing

Subject to receipt of all completed documentation and the
satisfaction or waiver by the relevant party of the conditions to the purchase
and sale of the Purchased Securities in accordance with section 2, the Closing
of the purchase and sale of the Offered Securities will take place at the
offices of the Corporation, Suite 2300, 1177 West Hastings Street, Vancouver,
British Columbia V6E 2K3, at 10:00 a.m. (Vancouver time) on the Closing Date, or
at such other place and time as the Corporation may determine. Certificates
representing the Purchased Securities will be available for delivery to you
against payment to the Corporation of the amount of the Purchase Price for the
Purchased Securities in freely transferable funds. 

The Subscriber acknowledges that the Offering may be completed
at one or more partial closings in the discretion of the Corporation and that
the Closing as contemplated in this Agreement may be effected at one or more of
such partial closings. 

Upon completion of the Closing, the Corporation is irrevocably
entitled to the Purchase Price for the Purchased Securities, subject to the
rights of the Subscriber under this Agreement and any applicable laws. 

5.        
Representations and Warranties of the Subscriber

The sale of the Purchased Securities by the Corporation to the
Subscriber is conditional upon such sale being exempt from the requirements as
to the filing of a prospectus or registration statement and as to the
preparation of an offering memorandum or similar document contained in any
statute, regulation, instrument, rule or policy applicable to the sale of the
Purchased Securities or upon the issue of such orders, consents or approvals as
may be required to permit such sale without the requirement of filing a
prospectus or registration statement or delivering an offering memorandum or
similar document. 

The Subscriber and, if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, acknowledges, represents, warrants,
covenants and certifies to and with the Corporation that, as at the date given
above and at the Closing Date: 

	 	(a) 	
      the Corporation has advised you that the Corporation is
      relying on exemptions from the requirements under the Securities Laws to
      provide you with a prospectus or registration statement and no prospectus
      or registration statement has been filed by the Corporation with any of
      the Commissions in connection with the issuance of the Purchased
      Securities, and as a consequence:

	 	 	 	 
	 		(i) 	
      you are restricted from using most of the civil remedies
      available under the Securities Laws and certain protections, rights and
      remedies provided by the Securities Laws, including statutory rights of
      rescission or damages, will not be available to you;

	 	 	 	 
	 		(ii) 	
      you may not receive information that would otherwise be
      required to be provided to you under the Securities Laws; and

	 	 	 	 
	 		(iii) 	
      the Corporation is relieved from certain obligations that
      would otherwise apply under the Securities Laws;

	 	 	 	 
	 	(b) 	
      you are resident in the jurisdiction set out under
      “Subscriber’s Residential or Head Office Address” on the first page of
      this Agreement or under “Disclosed Purchaser’s Residential or Head Office
      Address” on the second page of this Agreement (if applicable), which
      address is your residence or principal place of business, and such address
      was not obtained or used solely for the purpose of acquiring the Purchased
      Securities;

	 	 	 	 
	 	(c) 	
      you are:







- 6 - 

	 	(i) 	
      purchasing the Purchased Securities as principal for your
      own account or, in the case section 5(d)(i) below applies, are deemed
      under the applicable Securities Laws to be purchasing as principal, and
      not for the benefit of any other person; or

	 	 	 
	 	(ii) 	
      purchasing the Purchased Securities as agent for the
      Disclosed Purchaser and the Disclosed Purchaser for whom you may be acting
      is purchasing the Purchased Securities as principal for its own account
      and not for the benefit of any other Person;




	 	(d) 	
      if you are resident in any province or territory in
      Canada you:

	 	 	 	 
	 		(i) 	
      are an Accredited Investor, by virtue of the fact that
      you fall within one or more of the sub-paragraphs of the definition of
      Accredited Investor set out in the Accredited Investor Certificate
      attached as Appendix I to Schedule A , you confirm the truth and accuracy
      of all statements in such schedule as of the date of this Agreement and
      the Closing Date, and you were not created or used solely to purchase
      securities as an Accredited Investor as described in paragraph (m) of the
      definition of Accredited Investor set out in Schedule A; or

	 	 	 	 
	 		(ii) 	
      are purchasing sufficient Offered Securities so that the
      aggregate acquisition cost of the Purchased Securities is not less than
      $150,000 and, if you are not an individual, you were not created solely to
      purchase or hold securities in reliance on section 2.10 of National
      Instrument 45-106;




	 	(e) 	
      if you are a portfolio manager resident outside of Canada
      and you are not purchasing sufficient Offered Securities so that the
      aggregate acquisition cost of the Purchased Securities is $150,000, you
      have completed an Accredited Investor Certificate, attached as Appendix I
      to Schedule A hereto and you confirm the truth and accuracy of all
      statements in such schedule as of the date of this Agreement and the
      Closing Date;

	 	 	 	 
	 	(f) 	
      if you are not an individual, you pre-existed the
      offering of the Offered Securities and you have a bona fide
      business purpose other than the investment in the Offered Securities
      and you were not created, formed or established solely or primarily to
      acquire Offered Securities, or permit purchases of securities without a
      prospectus, in reliance on an exemption from the prospectus requirements
      of applicable Securities Laws;

	 	 	 	 
	 	(g) 	
      unless you are a U.S. Purchaser and have completed and
      delivered the U.S. Accredited Investor Certificate attached as Schedule B
      hereto (in which case you have properly completed, executed and delivered
      to the Corporation such U.S. Accredited Investor Certificate and make the
      representations, warranties and covenants therein and you confirm the
      truth and accuracy of all statements in such U.S. Accredited Investor
      Certificate as of the date of this Agreement and the Closing Date), you
      acknowledge and agree that:

	 	 	 	 
	 		(i) 	
      unless you are excluded from the definition of U.S.
      Person pursuant to Rule 902(k)(2)(vi) of Regulation S or a person holding
      accounts excluded from the definition of U.S. Person pursuant to Rule
      902(k)(2)(i) of Regulation S, solely in your capacity as holder of such
      accounts, the Offered Securities were not offered to you, or any
      beneficial purchaser for whom you are acting, in the United
  States;

	 	 	 	 
	 		(ii) 	
      unless you are excluded from the definition of U.S.
      Person pursuant to Rule 902(k)(2)(vi) of Regulation S or a person holding
      accounts excluded from the definition of U.S. Person pursuant to Rule
      902(k)(2)(i) of Regulation S, solely in your capacity as holder of such
      accounts, the order to purchase the Purchased Securities was made outside
      the United States and this Agreement was delivered to, executed and
      delivered by, you (or your authorized signatory) outside the United
      States;







- 7 - 

	 	(iii) 	
      you are not a U.S. Person and you are not, and will not
      be, purchasing the Purchased Securities for the account or benefit of, a
      U.S. Person or a person in the United States;

	 	 	 
	 	(iv) 	
      the transactions contemplated hereunder have not been
      pre-arranged with a buyer located in the United States or with a U.S.
      Person, and the current structure of this transaction and all transactions
      and activities contemplated hereunder is not a scheme to avoid the
      registration requirements of the 1933 Act;

	 	 	 
	 	(v) 	
      you, and any beneficial purchaser for whom you are
      acting, (a) have no intention to distribute either directly or indirectly
      any of the Purchased Securities in the United States or to, or for the
      account or benefit of, a U.S. Person or person in the United States,
      except in compliance with the 1933 Act, any applicable securities laws of
      any state of the United States and applicable Securities Laws, and,
      without limiting the generality of the foregoing, (b) will not, directly
      or indirectly offer, sell, pledge or otherwise transfer the Purchased
      Securities (1) during the Distribution Compliance Period, in the United
      States, to, or for the account or benefit of, a U.S. Person or person in
      the United States, or otherwise in a manner that is not in compliance with
      Regulation S, or (2) after the Distribution Compliance Period, otherwise
      than pursuant to registration under the 1933 Act or an available exemption
      therefrom and, in accordance with all applicable state and foreign
      securities laws;

	 	 	 
	 	(vi) 	
      you, and any beneficial purchaser for whom you are
      acting, have not purchased the Purchased Securities as a result of any
      form of Directed Selling Efforts;

	 	 	 
	 	(vii) 	
      none of you, any beneficial purchaser for whom you are
      acting, and any person acting on your behalf has engaged, nor will engage,
      in any Directed Selling Efforts to a U.S. Person with respect to the
      Purchased Securities, and you, any beneficial purchaser for whom you are
      acting, and any person acting on your behalf have complied and will comply
      with the “offering restrictions” requirements of Regulation S;

	 	 	 
	 	(viii) 	
      you, and any beneficial purchaser for whom you are
      acting, understand that the Purchased Securities have not been registered
      under the 1933 Act or the applicable securities laws of any state of the
      United States, the Purchased Securities may not be offered or sold,
      directly or indirectly, in the United States except pursuant to
      registration under the 1933 Act and the applicable securities laws of any
      state of the United States or pursuant to applicable exemptions from such
      registration requirements, and the Corporation has no obligation or
      present intention of filing a registration statement under the 1933 Act in
      respect of any of the Purchased Securities;

	 	 	 
	 	(ix) 	
      you, and any beneficial purchaser for whom you are
      acting, will not engage in any hedging transactions involving the
      Purchased Securities before the expiration of the Distribution Compliance
      Period unless in compliance with the 1933 Act;

	 	 	 
	 	(x) 	
      the Purchased Securities are “restricted securities” as
      such term is defined under Rule 144 of the 1933 Act and will retain such
      status following the expiration of the Distribution Compliance Period in
      accordance with Rule 905 of Regulation S;

	 	 	 
	 	(xi) 	
      each certificate representing the Purchased Securities
      will bear a legend in substantially the following form, in addition to any
      other legend required to be placed thereon by applicable Securities
      Laws:



“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “1933 ACT”).” 




- 8 - 

“NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE 1933 ACT.” 

	 	(xii) 	
      you, and any beneficial purchaser for whom you are
      acting, (i) acknowledge that the Corporation will refuse to register any
      transfer of the Purchased Securities not made in accordance with
      Regulation S or pursuant to registration under the 1933 Act or an
      available exemption therefrom, and (ii) consent to the Corporation making
      a notation on its records or giving instructions to any transfer agent of
      the Corporation in order to implement the restrictions on transfer of the
      Purchased Securities set forth in this section
5(g);




	 	(h) 	
      if you are resident outside of Canada and the United
      States, you:

	 	 	 	 	 
	 		(i) 	
      are knowledgeable of, or have been independently advised
      as to the applicable securities laws of the securities regulatory
      authorities (the “Authorities”) having application in the
      jurisdiction in which you are resident (the “International
      Jurisdiction”) which would apply to the acquisition of the Purchased
      Securities, if any;

	 	 	 	 	 
	 		(ii) 	
      are purchasing the Purchased Securities pursuant to
      exemptions from the prospectus and registration requirements under the
      applicable securities laws of the Authorities in the International
      Jurisdiction or, if such is not applicable, you are permitted to purchase
      the Purchased Securities under the applicable securities laws of the
      Authorities in the International Jurisdiction without the need to rely on
      any exemption;

	 	 	 	 	 
	 		(iii) 	
      confirm that the subscription by the Subscriber does not
      contravene any applicable securities laws of the Authorities in the
      International Jurisdiction and does not require the Corporation to make
      any filings or seek any approvals of any nature whatsoever from any
      Authority of any kind whatsoever in the International Jurisdiction in
      connection with the issue and sale or resale of the Purchased Securities;
      and

	 	 	 	 	 
	 		(iv) 	
      confirm that the purchase of the Purchased Securities by
      you does not trigger:

	 	 	 	 	 
	 			(A) 	
      an obligation by the Corporation or any other Person to
      prepare and file a registration statement, prospectus or similar document,
      or any other report with respect to such purchase in the International
      Jurisdiction; or

	 	 	 	 	 
	 			(B) 	
      continuous disclosure reporting obligations of the
      Corporation in the International Jurisdiction; and



you will, if requested by the
Corporation, comply with such other requirements as the Corporation may
reasonably require; 

	 	(i) 	
      the Corporation has advised you that no agency, stock
      exchange or governmental agency, securities commission or similar
      regulatory authority or other entity has reviewed or passed on or made any
      finding or determination as to the merits of or made any recommendation or
      endorsement with respect to the Purchased
Securities;







- 9 - 

	 	(j) 	
      if you are not a resident of the Province of British
      Columbia, you certify to the Corporation that you are not a resident of
      British Columbia and acknowledge that:

	 	 	 	 
	 		(i) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on or passed on the merits of the Purchased
      Securities;

	 	 	 	 
	 		(ii) 	
      there is no government or other insurance covering the
      Purchased Securities;

	 	 	 	 
	 		(iii) 	
      there are risks associated with the purchase of the
      Purchased Securities and you are aware of the risks and other
      characteristics of the Purchased Securities;

	 	 	 	 
	 		(iv) 	
      there are restrictions on your ability to resell the
      Purchased Securities and it is your responsibility to find out what those
      restrictions are and to comply with them before selling the Purchased
      Securities; and

	 	 	 	 
	 		(v) 	
      the Corporation has advised you that it is relying on an
      exemption from the requirements to provide you with a prospectus and to
      sell securities through a person registered to sell securities under the
      Securities Act (British Columbia) and, as a consequence of
      acquiring securities pursuant to this exemption, certain protections,
      rights and remedies provided by the Securities Act (British
      Columbia), including statutory rights of rescission or damages, will not
      be available to you;




	 	(k) 	
      you acknowledge and consent to the fact that the
      Corporation is collecting Personal Information of the Subscriber and
      Disclosed Purchaser, if any, for the purpose of completing this Agreement.
      You acknowledge and consent to the Corporation retaining such Personal
      Information for as long as permitted or required by law or business
      practices, and you agree and acknowledge that the Corporation may use and
      disclose such Personal Information:

	 	 	 	 
	 		(i) 	
      for internal use with respect to managing the
      relationships between and contractual obligations of the Corporation and
      the Subscriber and Disclosed Purchaser, if any;

	 	 	 	 
	 		(ii) 	
      for use and disclosure for income tax-related purposes,
      including, without limitation, where required by law, disclosure to
      CRA;

	 	 	 	 
	 		(iii) 	
      disclosure to professional advisers of the
      Corporation;

	 	 	 	 
	 		(iv) 	
      disclosure to securities regulatory authorities and other
      regulatory bodies with jurisdiction with respect to reports of trade or
      similar regulatory filings;

	 	 	 	 
	 		(v) 	
      disclosure to a governmental or other authority to which
      the disclosure is required by court order or subpoena compelling such
      disclosure and where there is no reasonable alternative to such
      disclosure;

	 	 	 	 
	 		(vi) 	
      disclosure to any person where such disclosure is
      necessary for legitimate business reasons and is made with your prior
      written consent;

	 	 	 	 
	 		(vii) 	
      disclosure to a court determining the rights of the
      parties under this Agreement; and

	 	 	 	 
	 		(viii) 	
      for use and disclosure as otherwise required or permitted
      by law.



In addition, you further acknowledge
and consent to the fact that the Corporation may be required to provide any one
or more of the Canadian securities regulators, stock exchanges, the Investment
Industry Regulatory Organization of Canada, other regulatory agencies or the
Corporation’s registrar and transfer agent with any Personal Information
provided by the Subscriber and Disclosed Purchaser, if any, in this Agreement,
and may make any other filings of such Personal Information as the Corporation’s counsel deems
      appropriate, and you acknowledge receipt of notification of the disclosure
      of Personal Information by the Corporation to the Exchanges and the
      Subscriber and Disclosed Purchaser, if any, hereby consent to and
      authorize the foregoing use and disclosure of such Personal Information
      and agree to provide, on request, all particulars required by the
Corporation in order to comply with the foregoing;




- 10 - 

	 	(l) 	
      you further acknowledge and expressly consent
  to:

	 	 	 	 
	 		(i) 	
      the disclosure of Personal Information by the Corporation
      to the Exchanges and other applicable regulatory authorities, as required;
      and

	 	 	 	 
	 		(ii) 	
      the collection, use and disclosure of Personal
      Information by the Exchanges for such purposes as may be identified by the
      Exchanges from time to time;





	 	(m) 	
      if you are a resident of Ontario, you authorize the
      indirect collection of Personal Information by the Ontario Securities
      Commission and confirm that you have been notified by the
    Corporation:

	 	 	 	 
	 		(i) 	
      that the Corporation will be delivering the Personal
      Information to the Ontario Securities Commission;

	 	 	 	 
	 		(ii) 	
      that such Personal Information is being collected
      indirectly by the Ontario Securities Commission under the authority
      granted to it in applicable Securities Laws;

	 	 	 	 
	 		(iii) 	
      that such Personal Information is being collected for the
      purpose of the administration and enforcement of applicable Securities
      Laws; and

	 	 	 	 
	 		(iv) 	
      that the title, business address and business telephone
      number of the public official in the Province of Ontario who can answer
      questions about the Ontario Securities Commission’s indirect collection of
      the Personal Information is as follows:

	 	 	 	 
	 			
      Administrative Assistant to the Director of Corporate
      Finance
 Ontario Securities Commission 
Suite 1903, Box 55, 20 Queen
      Street West 
|Toronto, Ontario M5H 2S8 
Telephone: (416)
    593-3684




	 	(n) 	
      the funds representing the aggregate Purchase Price in
      respect of the Purchased Securities which will be advanced by the
      Subscriber to the Corporation hereunder will not represent proceeds of
      crime for the purpose of the Proceeds of Crime (Money Laundering) and
      Terrorist Financing Act

	 	 	 	 
	 		
      (Canada) (the “PCMLTF Act”) or the United States
      Uniting and Strengthening America by Providing Appropriate Tools
      Required to Intercept and Obstruct Terrorism Act (the “PATRIOT
      Act”) and you acknowledge that the Corporation may in the future be
      required by law to disclose the Subscriber’s or Disclosed Purchaser’s name
      and other information relating to this Agreement and the Subscriber’s
      subscription hereunder, on a confidential basis, pursuant to the PCMLTF
      Act or PATRIOT Act. To the best of your knowledge, none of the
      subscription funds to be provided hereunder:

	 	 	 	 
	 		(i) 	
      have been or will be obtained or derived, directly or
      indirectly, from or related to any activity that is deemed illegal under
      the laws of Canada or the United States or any other jurisdiction,
    or

	 	 	 	 
	 		(ii) 	
      are being tendered on behalf of a person or entity who
      has not been identified to you.



You will promptly notify the
Corporation if you discover that any such representation ceases to be true, and
will provide the Corporation with appropriate information in connection
therewith; 




- 11 - 

	 	(o) 	
      you have been advised to consult your own legal advisors
      with respect to the applicable hold periods imposed in respect of the
      Purchased Securities by the applicable Securities Laws and confirm that no
      representation by the Corporation has been made respecting the hold
      periods applicable to the Purchased Securities and you are solely
      responsible (and the Corporation is not responsible) for compliance with
      the applicable resale restrictions;

	 	 	 	 
	 	(p) 	
      no person has made to you any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any Person will resell or repurchase any of the
      Purchased Securities;

	 	 	 	 
	 		(ii) 	
      that any Person will refund the Purchase Price of any of
      the Purchased Securities;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Purchased
      Securities; or

	 	 	 	 
	 		(iv) 	
      other than as set forth in this Agreement, that any of
      the Purchased Securities will be listed and posted for trading on a stock
      exchange or that application has been made to list and post any of the
      Purchased Securities for trading on a stock
exchange;




	 	(q) 	
      you acknowledge that you have not received an offering
      memorandum, prospectus or other disclosure document in respect of the
      Purchased Securities or the Corporation describing the business and
      affairs of the Corporation in order to assist you in making an investment
      decision in respect of the Purchased Securities, that you have had access
      to the Corporation’s public filings on the Internet at www.sedar.com and www.sec.gov and that you have not become aware of any
      advertisement in printed media of general and regular paid circulation,
      radio or television with respect to the distribution of the Purchased
  Securities;

	 	 	 	 
	 	(r) 	
      you have no knowledge of a “material fact” or “material
      change” (as those terms are defined in the Securities Laws) in the affairs
      of the Corporation that has not been generally disclosed to the
    public;

	 	 	 	 
	 	(s) 	
      your decision to tender this offer and purchase the
      Purchased Securities has not been made as a result of any non-public oral
      or written representation as to fact made by or on behalf of the
      Corporation or any other Person and is based entirely upon the
      representations, warranties and covenants of the Corporation provided to
      the Subscriber in this Agreement and on currently available public
      information concerning the Corporation;

	 	 	 	 
	 	(t) 	
      the offer made by this subscription is irrevocable and
      requires acceptance by the Corporation and the acceptance or approval of
      the Exchanges;

	 	 	 	 
	 	(u) 	
      the acceptance of this subscription offer will be
      conditional upon the sale of the Purchased Securities to you being exempt
      from the prospectus and registration requirements under applicable
      Securities Laws;

	 	 	 	 
	 	(v) 	
      if you are:

	 	 	 	 
	 		(i) 	
      a corporation, you are duly incorporated and are validly
      subsisting under the laws of your jurisdiction of incorporation and have
      all requisite legal and corporate power and authority to execute and
      deliver this Agreement, to subscribe for the Purchased Securities as
      contemplated herein and to carry out and perform your covenants and
      obligations under the terms of this Agreement and the entering into of
      this Agreement and the transactions contemplated hereby will not result in
      the violation of any of the terms and provisions of any law applicable to,
      or the constating documents of, you or any agreement, written or oral, to
      which you may be a party or by which you are or may be
  bound;







- 12 - 

	 	(ii) 	
      a partnership, syndicate or other form of unincorporated
      organization, you have the necessary legal capacity and authority to
      execute and deliver this Agreement and to observe and perform your
      covenants and obligations hereunder and have obtained all necessary
      approvals in respect thereof; or

	 	 	 
	 	(iii) 	
      an individual, you are of full age of majority and have
      the legal capacity and competence to enter into and to execute this
      Agreement and to observe and perform your covenants and obligations
      hereunder;




	 	(w) 	
      this Agreement has been duly executed and delivered by
      you and constitutes a legal, valid and binding obligation of you
      enforceable against you;

	 	 	 
	 	(x) 	
      if required by applicable Securities Laws, policy or
      order or by any Regulatory Authority, you will execute, deliver, file and
      otherwise assist the Corporation in filing, such reports, undertakings and
      other documents with respect to the issue of the Purchased Securities as
      may be required;

	 	 	 
	 	(y) 	
      the Purchased Securities are highly speculative in nature
      and you have such sophistication and experience in business and financial
      matters as to be capable of evaluating the merits and risks of this
      investment and you are able to bear the economic risk of loss of this
      investment;

	 	 	 
	 	(z) 	
      this subscription is not enforceable by you unless it has
      been accepted by the Corporation and you waive any requirement on the
      Corporation’s behalf to immediately communicate its acceptance of this
      subscription to you;

	 	 	 
	 	(aa) 	
      in connection with your subscription, you have not relied
      upon the Corporation for investment, legal or tax advice, or other
      professional advice, and have in all cases sought or elected not to seek
      the advice of your own personal investment advisers, legal counsel and tax
      advisers and you are able, without impairing your financial condition, to
      bear the economic risk of, and withstand a complete loss of, the
      investment and you can otherwise be reasonably assumed to have the
      capacity to protect your own interest in connection with your
      investment;

	 	 	 
	 	(bb) 	
      all costs and expenses incurred by you (including any
      fees and disbursements of any special counsel or other advisors retained
      by you) relating to the purchase of the Purchased Securities shall be
      borne by you;

	 	 	 
	 	(cc) 	
      you acknowledge that legal counsel retained by the
      Corporation is acting as counsel to the Corporation and not as counsel to
      you and you may not rely upon such counsel in any respect;

	 	 	 
	 	(dd) 	
      this Agreement has been duly executed and delivered and,
      when accepted by the Corporation, will constitute your legal, valid and
      binding obligation enforceable against you in accordance with the terms
      hereof or, if you are acting on behalf of a Disclosed Purchaser , will
      constitute a legal, valid and binding obligation against such Disclosed
      Purchaser in accordance with the terms hereof; and

	 	 	 
	 	(ee) 	
      the above representations, warranties, covenants and
      acknowledgements in this section will be true and correct both as of the
      execution of this subscription and as of the Closing
  Date.



The Subscriber and, if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, acknowledges and agrees that the
foregoing representations, warranties, covenants and certifications are made by
the Subscriber and, if applicable, the Disclosed Purchaser through the
Subscriber acting as its agent, with the intent that they may be relied upon in
determining its eligibility as a purchaser of the Purchased Securities under
relevant Securities Laws. The Subscriber and, if applicable, the Disclosed
Purchaser through the Subscriber acting as its agent, further agrees that by
accepting the Purchased Securities, the Subscriber and, if applicable, the
Disclosed Purchaser through the Subscriber acting as its agent, shall be
representing and warranting that the foregoing representations, warranties and
certifications contained herein or in any document furnished by the Subscriber
or, if applicable, the Disclosed Purchaser through the Subscriber acting as its
agent, to the Corporation are true as at the Closing, with the same force and effect as if they had been made by the Subscriber as
at the Closing and shall continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber or Disclosed Purchaser (if applicable)
of the Purchased Securities. The Subscriber or, if applicable, the Disclosed
Purchaser through the Subscriber acting as its agent, undertakes to notify the
Corporation immediately of any changes in any representation, warranty,
certification or other information relating to the Subscriber or the Disclosed
Principal (if applicable) set forth herein which takes place prior to the
Closing Date. 




- 13 - 

6.        
Legends

The Subscriber and, if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, acknowledges that the certificates
representing the Purchased Securities will, in addition to the legend specified
in subparagraph 5(g)(xi), bear the following legends: 


  
    “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
      THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE •, 2015” [the date which is
        four months and one day after the Closing Date will be inserted] 

    “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON
      THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT
      BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY
      TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS
      NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”

  



provided that subsequent to the date which is four months and
one day after the Closing Date the certificates representing the Purchased
Securities may be exchanged for certificates bearing no such legends. 

The Subscriber and, if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, also acknowledges that it has been
advised to consult its own independent legal advisor with respect to the
applicable resale restrictions; that it is solely responsible for complying with
such restrictions; that the Corporation is not responsible for ensuring
compliance by the Subscriber or, if applicable, the Disclosed Purchaser, of the
applicable resale restrictions; and that additional restrictions are applicable
to resales of, and additional restrictive legends will be placed upon, Purchased
Securities acquired by U.S. Persons as described in Schedule B. 

7.        
Representations and Warranties of the Corporation

The Corporation represents, warrants, covenants and certifies
to and with the Subscriber and, if applicable, the Disclosed Purchaser that, as
of the date given above and at the Closing: 

	 	(a) 	
      the Corporation is a valid and subsisting company
      incorporated and in good standing under the laws of the Province of
      British Columbia;

	 	 	 
	 	(b) 	
      the Corporation and each of its subsidiaries is duly
      registered and licensed to carry on business in each jurisdiction in which
      it carries on business or owns property where required under the laws of
      that jurisdiction;

	 	 	 
	 	(c) 	
      all annual and quarterly reports, financial statements,
      proxy statements/information circulars, press releases, material change
      reports and other documents filed by or on behalf of the Corporation
      within the past 12 months with the Exchanges and any of the Commissions
      (the “Disclosure Record”) were true and correct in all material
      respects and did not contain any misrepresentation (as defined in the
      Securities Act (British Columbia)) as at the respective dates of
      such filings;

	 	 	 
	 	(d) 	
      except as qualified by the disclosure in the Disclosure
      Record, the Corporation is the beneficial owner of the properties,
      business and assets or the interests in the properties, business or assets
      referred to in the Disclosure Record as being beneficially owned by the
      Corporation;







- 14 - 

	 	(e) 	
      the financial statements of the Corporation contained in
      the Disclosure Record have all been prepared in accordance with United
      States generally accepted accounting principles, accurately and fairly
      reflect the financial position, performance, cash flows and all
      liabilities (accrued, absolute, contingent or otherwise) of the
      Corporation and its subsidiaries in all material respects as of the dates
      thereof;

	 	 	 
	 	(f) 	
      subject to the representations, warranties and
      certifications of the Subscriber herein contained being accurate and
      truthful in all material respects and the Subscriber fulfilling all of its
      covenants and obligations herein contained, the Corporation has complied
      and will comply fully with the requirements of all applicable corporate
      and securities laws and administrative policies and directions, including,
      without limitation, the Securities Laws and the Business Corporations
      Act (British Columbia) in relation to the issue and trading of its
      securities and in all matters relating to the private placement of the
      Offered Securities;

	 	 	 
	 	(g) 	
      there is not presently any material change, as defined in
      the Securities Laws, relating to the Corporation or change in any material
      fact, as defined in the Securities Laws, relating to any of the Purchased
      Securities, which has not been fully disclosed in accordance with the
      requirements of the Securities Laws and the policies of the
    Exchange;

	 	 	 
	 	(h) 	
      the issue and sale of the Offered Securities by the
      Corporation does not and will not conflict with, and does not and will not
      (including, without limitation, with the giving of notice, the lapse of
      time or the happening of any other event or condition or any combination
      of the foregoing) result in a material breach of, any of the terms of the
      Corporation’s constating documents or any agreement or instrument to which
      the Corporation is a party or by which it is bound;

	 	 	 
	 	(i) 	
      the Corporation is not a party to any actions, suits or
      proceedings which could materially affect its business or financial
      condition, and to the best of the Corporation’s knowledge, no such
      actions, suits or proceedings are contemplated or have been
    threatened;

	 	 	 
	 	(j) 	
      there are no judgments against the Corporation which are
      unsatisfied, nor is the Corporation subject to any consent decrees or
      injunctions;

	 	 	 
	 	(k) 	
      this Agreement has been or will be at the Closing Date
      duly authorized by all necessary corporate action on the part of the
      Corporation, and the Corporation has full corporate power and authority to
      undertake the Offering and to issue, sell and deliver the Purchased
      Securities;

	 	 	 
	 	(l) 	
      to the Corporation’s knowledge, after due enquiry, it is
      not in material default of any of the requirements of the Securities Laws
      or any of the administrative policies or notices of the
Exchange;

	 	 	 
	 	(m) 	
      to the Corporation’s knowledge, after due enquiry, no
      order ceasing or suspending trading in securities of the Corporation nor
      prohibiting the sale of such securities has been issued to and is
      outstanding against the Corporation or its directors, officers or
      promoters;

	 	 	 
	 	(n) 	
      except for as provided in the Disclosure Record, no
      person has any right, agreement or option, present or future, contingent
      or absolute, or any right capable of becoming such a right, agreement or
      option, for the issue or allotment of any unissued shares in the capital
      of the Corporation, or any other security convertible into or exchangeable
      for any such shares, or to require the Corporation to purchase, redeem or
      otherwise acquire any of the issued and outstanding shares in its
      capital;

	 	 	 
	 	(o) 	
      each of the Corporation’s subsidiaries is a valid and
      subsisting corporation organized and in good standing under the laws of
      their respective jurisdictions of
organization;







- 15 - 

	 	(p) 	
      the Corporation and each of its subsidiaries is in all
      material respects conducting its business in material compliance with all
      applicable laws, rules and regulations of each jurisdiction in which its
      business is carried on;

	 	 	 
	 	(q) 	
      the authorized capital of the Corporation consists of
      500,000,000 Common Shares, of which, immediately prior to the Closing
      Date, 98,068,638 Common Shares are issued and outstanding;

	 	 	 
	 	(r) 	
      as of the Closing, the Purchased Securities will be
      validly issued and outstanding;

	 	 	 
	 	(s) 	
      no approval, authorization, consent or other order of,
      and no filing, registration or recording with, any governmental authority
      is required to be obtained or made by the Corporation in connection with
      the execution and delivery by the Corporation of this Agreement or the
      performance by the Corporation of its obligations hereunder, except such
      approvals, authorizations, consents, orders, filing, registrations or
      recordings required under the Securities Laws and the rules of the
      Exchanges, which shall be obtained or made by the Corporation prior to the
      Closing or otherwise within the periods prescribed thereunder;

	 	 	 
	 	(t) 	
      none of the Corporation, its subsidiaries or any of their
      respective officers, directors or employees acting on behalf of the
      Corporation or any of its subsidiaries has taken, committed to take or
      been alleged to have taken any action which would cause the Corporation or
      any of its subsidiaries to be in violation of the Corruption of Foreign
      Public Officials Act (Canada) (and the regulations promulgated
      thereunder) or any applicable law of similar effect of another
      jurisdiction, and to the knowledge of the Corporation no such action has
      been taken by any of its agents, representatives or other Persons acting
      on behalf of the Corporation or any of its subsidiaries;

	 	 	 
	 	(u) 	
      the Offering constitutes an “Exempt Acquisition” as such
      term is defined in the Amended and Restated Shareholder Rights Plan
      Agreement dated August 26, 2009, as amended and restated on September 19,
      2012, between the Corporation and Computershare Investor Services Inc., as
      may be further amended, supplemented or restated from time to time;
    and

	 	 	 
	 	(v) 	
      the representations, warranties, covenants and
      certifications in this Section 7 will be true and correct both as of the
      execution of this Agreement and as of the Closing
Date.



8.        
No Finder’s Fee 

The Corporation confirms that it is
not paying any form of commission, bonus, finder’s fee or similar compensation
to any Person in connection with the Offering. 

9.        
General

	 	(a) 	
      Headings: The division of this Agreement into
      articles and sections and the insertion of headings are for convenience of
      reference only and shall not affect the construction or interpretation of
      this Agreement. The terms “this Agreement,” “hereof,” “hereunder”,
      “herein” and similar expressions refer to this Agreement and not to any
      particular article, section or other portion hereof and include any
      agreement supplemental thereto and any exhibits attached hereto. Unless
      something in the subject matter or context is inconsistent therewith,
      reference herein to articles, sections and paragraphs are to articles,
  sections, subsections and paragraphs of this Agreement.

	 	 	 
	 	(b) 	
      Number and Gender: Words importing the singular
      number only shall include the plural and vice versa, words importing the
      masculine gender shall include the feminine gender and neuter and vice
  versa.

	 	 	 
	 	(c) 	
      Severability: If one or more of the provisions
      contained in this Agreement shall be invalid, illegal or unenforceable in
      any respect under any applicable law, the validity, legality or
enforceability of the remaining provisions hereof shall not be affected or
      impaired thereby. Each of the provisions of this Agreement is hereby
  declared to be separate and distinct.







- 16 - 

	 	(d) 	
      Notices: All notices or other communications to be
      given hereunder shall be delivered by hand or by telecopier, and if
      delivered by hand, shall be deemed to have been given on the date of
      delivery or, if sent by telecopier, on the date of transmission if sent
      before 5:00 p.m. and such day is a Business Day or, if not, on the first
  Business Day following the date of transmission.

	 	 	 
	 		
      Notices to the Corporation shall be addressed
  to:

	 	 	 
	 		
      International Tower Hill Mines Ltd. Ltd. 
Suite 2300,
      1177 West Hastings Street 
Vancouver, British Columbia 
V6E
    2K3

	 	 	 
	 		
      Attention:         General Counsel 
Fax Number:      (604)
  408-7499

	 	 	 
	 		
      Notices to the Subscriber shall be addressed to the
      address of the Subscriber set out on the execution page hereof.

	 	 	 
	 		
      Either the Corporation or the Subscriber may change its
      address for service aforesaid by notice in writing to the other party
      hereto specifying its new address for service
hereunder.





	 	(e) 	
      Further Assurances: Each party hereto shall from
      time to time at the request of the other party hereto do such further acts
      and execute and deliver such further instruments, deeds and documents as
      shall be reasonably required in order to fully perform and carry out the
      provisions of this Agreement. The parties hereto agree to act honestly and
      in good faith in the performance of their respective obligations
  hereunder.

	 	 	 
	 	(f) 	
      Successors and Assigns: Except as otherwise
      provided, this Agreement shall enure to the benefit of and shall be
      binding upon the parties hereto and their respective successors and
  permitted assigns.

	 	 	 
	 	(g) 	
      Notification of Changes: The parties hereby
      covenant and agree to notify the other party upon the occurrence of any
      event prior to the Closing which would cause any party’s representations,
      warranties or covenants contained in this Agreement to be false or
      incorrect in any material respect.

	 	 	 
	 	(h) 	
      Assignment: This Agreement is not assignable or
      transferable by the parties hereto without the express written consent of
  the other party to this Agreement.

	 	 	 
	 	(i) 	
      Entire Agreement: The terms of this Agreement
      express and constitute the entire agreement between the parties hereto
      with respect to the subject matter hereof and no implied term or liability
      of any kind is created or shall arise by reason of anything in this
  Agreement.

	 	 	 
	 	(j) 	
      Time of Essence: Time is of the essence of this
  Agreement.

	 	 	 
	 	(k) 	
      Amendments: The provisions of this Agreement may
      only be amended with the written consent of all of the parties
  hereto.

	 	 	 
	 	(l) 	
      Survival: Notwithstanding any other provision of
      this Agreement, the representations, warranties, covenants and indemnities
      of or by the Corporation, the Subscriber and the Disclosed Purchaser
      contained herein or in any certificate, document or instrument delivered
      pursuant hereto shall survive the completion of the transactions
contemplated by this Agreement.







- 17 - 

	 	(m) 	
      Governing Law and Venue: The contract arising out
      of this Agreement shall be governed by and construed in accordance with
      the laws of the Province of British Columbia and the laws of Canada
      applicable therein, governing contracts made and to be performed wholly
      therein, and without reference to its principles governing the choice or
      conflict of laws. The parties hereto irrevocably attorn and submit to the
      exclusive jurisdiction of the courts of the Province of British Columbia,
      sitting in the City of Vancouver, with respect to any dispute related to
  or arising from this Agreement.

	 	 	 
	 	(n) 	
      Counterparts: This Agreement may be executed in
      two or more counterparts which when taken together shall constitute one
      and the same agreement. Delivery of counterparts may be effected by
  facsimile transmission thereof.

	 	 	 
	 	(o) 	
      Facsimile Copies: The Corporation shall be
      entitled to rely on a facsimile copy of an executed subscription agreement
      and acceptance by the Corporation of such facsimile subscription shall be
      legally effective to create a valid and binding agreement between the
      Subscriber and the Corporation in accordance with the terms thereof. If
      less than a complete copy of this Agreement is delivered to the
      Corporation at Closing, the Corporation and its advisors are entitled to
      assume that the Subscriber accepts and agrees to all of the terms and
  conditions of the pages not delivered at Closing unaltered.

	 	 	 
	 	(p) 	
      Regulatory Acceptance/Approval: Without
      limitation, this Agreement and the transactions contemplated hereby are
      conditional upon receipt by the Corporation of the conditional
      acceptance/approval from the Exchanges to list the Purchased Securities.
      This condition (p) is for the benefit of both the Corporation and the
Subscriber.



If the foregoing is in accordance with your understanding,
please sign and return this Agreement together with the other required documents
signifying your agreement to purchase the Purchased Securities. 




SCHEDULE A 

CANADIAN EXEMPTION CERTIFICATE 

Capitalized terms used in this Schedule A and defined in the
Agreement to which this Schedule A is attached have the meaning defined in the
Agreement unless otherwise defined herein. 

In connection with the purchase by the Subscriber of the
Purchased Securities, the Subscriber or, if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, hereby represents, warrants,
covenants and certifies that: 

	1. 	
      the Subscriber or, if applicable, the Disclosed Purchaser
      (please check the appropriate line):

	 	 	 
		(a) 	
      Accredited Investor Exemption:  
      ________is an “accredited investor” within the meaning of National
      Instrument 45-106 entitled “Prospectus and Registration Exemptions” (“NI
      45-106”) by virtue of the fact that the Subscriber or Disclosed Purchaser,
      as the case may be, falls within one or more of the subparagraphs of the
      definition of “accredited investor” set out in Appendix I to this Schedule
      A (YOU MUST ALSO COMPLETE APPENDIX A ATTACHED TO THIS CERTIFICATE);
      or

	 	 	 
		(b) 	
      $150,000 Exemption:    ________is
      purchasing sufficient Purchased Securities such that the aggregate
      acquisition cost of the Purchased Securities is not less than $150,000 and
      if the Subscriber or, if applicable, the Disclosed Purchaser, is not an
      individual, it was not created or used solely to purchase or hold
      securities in reliance on the exemptions from the dealer registration
      requirement or the prospectus requirement contained in Section 2.10 of NI
      45-106;




	2. 	
      the above representations, warranties and covenants will
      be true and correct both as of the execution of this certificate and as of
      the closing time of the purchase and sale of the Purchased Securities and
      will survive the completion of the issue of the Purchased Securities;
      and

	 	 
	3. 	
      the foregoing representations, warranties and covenants
      are made by the Subscriber or, if applicable, the Disclosed Purchaser
      through the Subscriber acting as its agent, with the intent that they be
      relied upon in determining the suitability of the Subscriber or Disclosed
      Purchaser as a purchaser of the Purchased Securities and the Subscriber
      undertakes to immediately notify the Corporation of any change in any
      statement or other information relating to the Subscriber or, if
      applicable, the Disclosed Purchaser, set forth herein which takes place
      prior to the closing time of the purchase and sale of the Purchased
      Securities.



The Subscriber has executed this certificate as of the ____ day
of ______________, 2014. 

	If a trust, partnership or other entity: 	 	If an individual: 
	 	 	 
	 	 	 
	Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Type of Entity 	 	Name of Individual 
	 	 	 
	 	 	 
	Signature of Person Signing 	 	  
	 	 	 
	 	 	 
	Title of Person Signing 	 	  






APPENDIX I TO SCHEDULE A 

ACCREDITED INVESTOR CERTIFICATE 

TO:        INTERNATIONAL
TOWER HILL MINES LTD. 

Capitalized terms used in this Appendix I to Schedule A and
defined in the Agreement to which this Appendix I to Schedule A is attached have
the meaning defined in the Agreement unless otherwise defined herein. 

The undersigned or, if applicable, the Disclosed Purchaser
through the undersigned acting as its agent, hereby represents, warrants and
certifies to the Corporation that the undersigned, or, if applicable, the
Disclosed Purchaser, is an “Accredited Investor” as defined in subsection 1.1 of
National Instrument 45-106. The undersigned has indicated below the categories
which the undersigned, or, if applicable, the Disclosed Purchaser, satisfies in
order to qualify as an “Accredited Investor”. 

The undersigned or, if applicable, the Disclosed Purchaser
through the undersigned acting as its agent, understands that the Corporation
and its counsel are relying upon this information in determining to sell
securities to the undersigned or, if applicable, the Disclosed Purchaser, in a
manner exempt from the prospectus and registration requirements of applicable
securities laws. 

The undersigned or, if applicable, the Disclosed Purchaser
through the undersigned acting as its agent, represents, warrants and certifies
that it, he or she is: [initial or place a checkmark above the line to the
left of each applicable item] 

	_____ 	(a) 	
      a Canadian financial institution, or an authorized
      foreign bank named in Schedule III of the Bank Act (Canada);
      

	 	  	     
	_____ 	(b) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act (Canada);
      

	 	  	     
	_____ 	(c) 	
      a subsidiary of any person referred to in paragraphs (a)
      to (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary; 

	 	  	     
	_____ 	(d) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland
      and Labrador); 

	 	  	     
	_____ 	(e) 	
      an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (d); 

	 	  	     
	_____ 	(f) 	
      the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada; 

	 	  	     
	_____ 	(g) 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l’île de Montréal or an intermunicipal management board in
      Québec; 

	 	  	     
	_____ 	(h) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government; 

	 	  	     
	_____ 	(i) 	
      a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of Canada;
      







- 2 - 

	_____	(j) 	
      an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000; 

	 	  	     
	_____	(k) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the two most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the two most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar year;
    

	 	  	     
	_____	(l) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000; 

	 	  	     
	_____	(m) 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements; 

	 	  	     
	_____	(n) 	
      an investment fund that distributes or has distributed
      its securities only to: 




	 	(i) 	
      a person that is or was an accredited investor at the
      time of the distribution,

	 	 	
       

	 	(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 Minimum amount investment
      and 2.19 Additional investment in investment funds of NI 45-
      106; or

	 	 	
       

	 	(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 Investment fund reinvestment
      of NI 45-106;




	_____	(o) 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt; 

	 	  	     
	_____	(p) 	
      a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan
      Companies Act (Canada) or under comparable legislation in a
      jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully-managed account managed by the trust company or trust corporation,
      as the case may be; 

	 	  	     
	_____	(q) 	
      a person acting on behalf of a fully-managed account
      managed by that person, if that person: 




	 	(i) 	
      is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction; and

	 	 	 
	 	(ii) 	
      in Ontario, is purchasing a security that is not a
      security of an investment fund;




	_____	(r) 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded; 

	 	  	     
	_____	(s) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) through (d)
      or paragraph (i) in form and function; 

	 	  	     
	_____	(t) 	
      a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors; 

	 	  	     
	_____	(u) 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser;
      or 







- 3 - 

	_____	(v) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as an accredited investor. 



The Subscriber has executed this Certificate as of the ______
day of ____________, 2014. 

	If a trust, partnership or other entity: 	 	If an individual: 
	 	 	 
	 	 	 
	Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Type of Entity 	 	Name of Individual 
	 	 	 
	 	 	 
	Signature of Person Signing 	 	  
	 	 	 
	 	 	 
	Title of Person Signing 	 	  


As used in this Certificate, the following terms have the
following meanings: 

An issuer is an “affiliate” of another issuer if: 

	 	(a) 	
      one of them is the subsidiary of the other, or

	 	 	 
	 	(b) 	
      each of them is controlled by the same
  person;



“Canadian financial institution” means: 

	 	(a) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act;
or

	 	 	 
	 	(b) 	
      a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of
Canada;



“control person” has the meaning ascribed to that term
in securities legislation except in Ontario, Québec and Nova Scotia where
“control person” means any person that holds or is one of a combination of
persons that holds: 

	 	(a) 	
      a sufficient number of any of the securities of an issuer
      so as to affect materially the control of the issuer, or

	 	 	 
	 	(b) 	
      more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of the
  issuer;







- 4 - 

“eligibility advisor” means: 

	 	(a) 	
      a person that is registered as an investment dealer or in
      an equivalent category of registration under the securities legislation of
      the jurisdiction of a purchaser and authorized to give advice with respect
      to the type of security being distributed; and

	 	 	 	 
	 	(b) 	
      in Saskatchewan or Manitoba, also means a lawyer who is a
      practicing member in good standing with a law society of a jurisdiction of
      Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must not:

	 	 	 	 
	 		(i) 	
      have a professional business or personal relationship
      with the issuer, or any of its directors, executive officers, founders or
      control persons, and

	 	 	 	 
	 		(ii) 	
      have acted for or been retained personally or otherwise
      as an employee, executive officer, director, associate or partner of a
      person that has acted for or been retained by the issuer or any of its
      directors, executive officers, founders or control persons within the
      previous 12 months;



“financial assets” means cash, securities, or a contract
of insurance, a deposit or an evidence of a deposit that is not a security for
the purposes of securities legislation; 

“foreign jurisdiction” means a country other than Canada
or a political subdivision of a country other than Canada; 

“fully managed account” means an account of a client for
which a person makes the investment decisions if that person has full discretion
to trade in securities for the account without requiring the client’s express
consent to a transaction; 

“investment fund” has the same meaning as in National
Instrument 81-106 Investment Fund Continuous Disclosure and means a
mutual fund or a non-redeemable investment fund; 

“jurisdiction” means a province or territory of Canada
except when used in the term foreign jurisdiction; 

“local jurisdiction” means the jurisdiction in which the
Canadian securities regulatory authority is situated; 

“non-redeemable investment fund” has the same meaning as
in National Instrument 81-106 Investment Fund Continuous Disclosure and
means an issuer: 

	 	(a) 	
      whose primary purpose is to invest money provided by its
      securityholders;

	 	 	 	 
	 	(b) 	
      that does not invest;

	 	 	 	 
	 		(i) 	
      for the purpose of exercising or seeking to exercise
      control of an issuer, other than an issuer that is a mutual fund or a
      non-redeemable investment fund; or

	 	 	 	 
	 		(ii) 	
      for the purpose of being actively involved in the
      management of any issuer in which it invests, other than an issuer that is
      a mutual fund or a non-redeemable investment fund; and

	 	 	 	 
	 	(c) 	
      that is not a mutual fund;



“person” includes an individual, a corporation, a
partnership, trust, fund and an association, syndicate, organization or other
organized group of persons, whether incorporated or not; and an individual or
other person in that person’s capacity as a trustee, executor, administrator or
personal or other legal representative; 




- 5 - 

“regulator” means, for the local jurisdiction, the
Executive Director as defined under securities legislation of the local
jurisdiction; 

“related liabilities” means: 

	 	(a) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets; or

	 	 	 
	 	(b) 	
      liabilities that are secured by financial
  assets;



“securities legislation” means securities legislation as
such term is defined in National Instrument 14-101 

Definitions; 

“spouse” means, an individual who: 

	 	(a) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual;

	 	 	 
	 	(b) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender; or

	 	 	 
	 	(c) 	
      in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Audit Interdependent Relationships Act (Alberta);
  and



“subsidiary” means an issuer that is controlled directly
or indirectly by another issuer and includes a subsidiary of that subsidiary.


Calculation of purchaser’s net assets: To calculate a
purchaser’s net assets under paragraph (a) of the “Accredited Investor”
definition, subtract the purchaser’s total liabilities from the purchaser’s
total assets. The value attributed to assets should reasonably reflect their
estimated fair value. Income tax should be considered a liability if the
obligation to pay it is outstanding at the time of the trade. 




SCHEDULE B 

U.S. ACCREDITED INVESTOR CERTIFICATE 

TO:            
INTERNATIONAL TOWER HILL MINES LTD. (the “Corporation”) 

Capitalized terms used in this Schedule B and defined in the
Agreement to which is Schedule B is attached have the meaning defined in the
Agreement unless otherwise defined herein. 

The undersigned or, if applicable, the Disclosed Purchaser
through the undersigned acting as its agent, (the “Subscriber”) represents,
warrants and covenants (which representations, warranties and covenants shall
survive the Closing) to the Corporation (and acknowledges that the Corporation
is relying thereon) that: 

	 	(a) 	
      it understands and agrees that the Purchased Securities
      have not been and will not be registered under the 1933 Act, or applicable
      securities laws of any state of the United States, and the Purchased
      Securities are being offered and sold by the Corporation to the Subscriber
      in reliance upon the exemption from the registration requirements of the
      1933 Act set forth in Section 4(a)(2) of the 1933 Act and Rule 506(b) of
      Regulation D;

	 	 	 
	 	(b) 	
      it is purchasing the Purchased Securities for its own
      account or for the account or benefit of one or more persons for whom it
      is exercising sole investment discretion, (a “Beneficial
      Purchaser”), for investment purposes only and not with a view to
      resale or distribution and, in particular, neither it nor any Beneficial
      Purchaser for whose account it is purchasing the Purchased Securities has
      any intention to distribute either directly or indirectly any of the
      Purchased Securities in the United States or to, or for the account or
      benefit of a U.S. Person; provided, however, that this paragraph shall not
      restrict the Subscriber from selling or otherwise disposing of any of the
      Purchased Securities pursuant to registration thereof pursuant to the 1933
      Act and any applicable securities laws of any state of the United States
      or under an applicable exemption from such registration
    requirements;

	 	 	 
	 	(c) 	
      it, and if applicable, each Beneficial Purchaser for
      whose account or benefit it is purchasing the Purchased Securities, is a
      U.S. Accredited Investor that satisfies one or more of the categories of
      U.S. Accredited Investor as indicated below (the Subscriber must
      initial “SUB” for the Subscriber, and “BP” for each Beneficial Purchaser,
      if any, on the appropriate line(s)):




		_____ 	Category 1. 	
      A bank, as defined in Section 3(a)(2) of the 1933 Act,
      whether acting in its individual or fiduciary capacity; or 

	 	 	  	     
		_____ 	Category 2. 	
      A savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its
      individual or fiduciary capacity; or 

	 	 	  	     
		_____ 	Category 3. 	
      A broker or dealer registered pursuant to Section 15 of
      the United States Securities Exchange Act of 1934, as amended; or
      

	 	 	  	     
	 	_____	Category 4. 	
      An insurance company as defined in Section 2(a)(13) of
      the 1933 Act; or 

	 	 	  	     
		_____ 	Category 5. 	
      An investment company registered under the United States
      Investment Company Act of 1940; or 

	 	 	  	     
		_____ 	Category 6. 	
      A business development company as defined in Section
      2(a)(48) of the United States Investment Company Act of 1940; or
      







- 2 - 

	 	_____	Category 7. 	
      A small business investment company licensed by the U.S.
      Small Business Administration under Section 301 (c) or (d) of the United
      States Small Business Investment Act of 1958; or 

	 	 	  	     
	 	_____	Category 8. 	
      A plan established and maintained by a state, its
      political subdivisions or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, with total
      assets in excess of U.S. $5,000,000; or 

	 	 	  	     
	 	_____	Category 9. 	
      An employee benefit plan within the meaning of the United
      States Employee Retirement Income Security Act of 1974 in
      which the investment decision is made by a plan fiduciary, as defined in
      Section 3(21) of such Act, which is either a bank, savings and loan
      association, insurance company or registered investment adviser, or an
      employee benefit plan with total assets in excess of U.S. $5,000,000 or,
      if a self-directed plan, with investment decisions made solely by persons
      who are U.S. accredited investors; or 

	 	 	  	     
	 	_____	Category 10. 	
      A private business development company as defined in
      Section 202(a)(22) of the United States Investment Advisers Act of
      1940; or 

	 	 	  	     
	 	_____	Category 11. 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a
      Massachusetts or similar business trust, or a partnership, not formed for
      the specific purpose of acquiring the securities offered, with total
      assets in excess of U.S. $5,000,000; or 

	 	 	  	     
	 	 _____	Category 12. 	
      Any director or executive officer of the Corporation; or
      

	 	 	  	     
	 	_____	Category 13. 	
      A natural person whose individual net worth (i.e. the
      excess of total assets at fair market value, including personal and real
      property but excluding the estimated fair market value of a person’s
      primary home, over total liabilities), or joint net worth with that
      person's spouse, at the time of this purchase exceeds US$1,000,000;
      provided that total liabilities excludes any mortgage on the primary home
      in an amount of up to the home's estimated fair market value as long as
      the mortgage was incurred more than 60 days before the securities are
      purchased, but includes (i) any mortgage amount in excess of the home's
      fair market value and (ii) any mortgage amount that was borrowed during
      the 60-day period before the closing date for the sale of securities for
      the purpose of investing in the securities; or 

	 	 	  	     
	 	_____	Category 14. 	
      A natural person who had an individual income in excess
      of U.S. $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of U.S. $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; or 

	 	 	  	     
	 	_____	Category 15. 	
      A trust, with total assets in excess of U.S. $5,000,000,
      not formed for the specific purpose of acquiring the securities offered,
      whose purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act; or 

	 	 	  	     
	 	_____	Category 16. 	
      Any entity in which all of the equity owners meet the
      requirements of at least one of the above categories;





	 	(d) 	
      it acknowledges that the Purchased Securities are
      “restricted securities”, as such term is defined under Rule 144 of the
      1933 Act, and may not be offered, sold, pledged, or otherwise transferred,
      directly or indirectly, without prior registration under the 1933 Act and
      applicable securities laws of any state of the United States, and it
      agrees that if it decides to offer, sell, pledge or
  otherwise transfer, directly or indirectly, any
of the Purchased Securities absent such registration, it will not offer, sell,
pledge or otherwise transfer, directly or indirectly, any of the Purchased
Securities, directly or indirectly, except: 







- 3 - 

	 	(i) 	
      to the Corporation; or

	 	 	 
	 	(ii) 	
      outside the United States in an “offshore transaction” in
      compliance with the requirements of Rule 904 of Regulation S under the
      1933 Act, if available, and in compliance with applicable local laws and
      regulations; or

	 	 	 
	 	(iii) 	
      in compliance with an exemption from registration under
      the 1933 Act provided by Rule 144 thereunder, if available, and in
      accordance with any applicable securities or “Blue Sky” laws of any state
      of the United States; or

	 	 	 
	 	(iv) 	
      in a transaction that does not require registration under
      the 1933 Act or any applicable securities laws of any state of the United
      States;




	 		
      and, in the case of subparagraph (iii) or (iv), it has
      furnished to the Corporation an opinion of counsel of recognized standing
      in form and substance satisfactory to the Corporation to such
    effect;

	 	 	 
	 	(e) 	
      it understands that upon the issuance thereof, and until
      such time as the same is no longer required under the applicable
      requirements of the 1933 Act or applicable U.S. state laws and
      regulations, the certificates representing the Purchased Securities, and
      all securities issued in exchange therefor or in substitution thereof,
      will bear a legend in substantially the following
form:




  
    
      
        
          “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT
            BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
            “1933 ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
            PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF INTERNATIONAL TOWER HILL
            MINES LTD. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
            PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE
            CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF
            REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH LOCAL LAWS AND
            REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE
            1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH
            ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, OR (D) IN A TRANSACTION THAT
            DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE
            SECURITIES LAWS, AND, IN THE CASE OF SUBPARAGRAPH (C) OR (D), THE SELLER
            FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN
            FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF
            THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF
            TRANSACTIONS ON STOCK EXCHANGES IN CANADA. 

        

      

    

  



provided, that if the Purchased
Securities are being sold under clause (B) above, at a time when the Corporation
is a “foreign issuer” as defined in Rule 902 under the 1933 Act, the legend set
forth above may be removed by providing a declaration to the Corporation and its
transfer agent in the form attached hereto as Appendix I to Schedule B or such
other evidence of exemption as the Corporation or its transfer agent may from
time to time prescribe, to the effect that the sale of the securities is being
made in compliance with Rule 904 of Regulation S;

provided further, that if any of the
Purchased Securities are being sold pursuant to Rule 144 of the 1933 Act and in
compliance with any applicable securities laws of any state of the United
States, the legend may be removed by delivery to the Corporation’s transfer
agent of an opinion of reputable counsel in form and substance satisfactory to
      the Corporation and its transfer agent to the effect that the legend is no
      longer required under applicable requirements of the 1933 Act or
applicable securities laws of any state of the United States;




- 4 - 

	 	(f) 	
      it has had the opportunity to ask questions of and
      receive answers from the Corporation regarding the investment, and has
      received all the information regarding the Corporation that it has
      requested;

	 	 	 
	 	(g) 	
      it consents to the Corporation making a notation on its
      records or giving instruction to the registrar and transfer agent of the
      Corporation in order to implement the restrictions on transfer with
      respect to the Purchased Securities set forth and described herein and
      understands that the Corporation may instruct its registrar and transfer
      agent not to record any transfer of any securities of the Corporation
      without first being notified by the Corporation that it is satisfied that
      such transfer is exempt from or not subject to the registration
      requirements of the 1933 Act and applicable securities laws of any state
      of the United States;

	 	 	 
	 	(h) 	
      it understands and acknowledges that the Corporation has
      no obligation or present intention of filing with the United States
      Securities and Exchange Commission or with any state securities
      administrator any registration statement in respect of resales of the
      Purchased Securities in the United States;

	 	 	 
	 	(i) 	
      the office or other address of the Subscriber at which
      the Subscriber received and accepted the offer to purchase the Purchased
      Securities is the address listed as the “Subscriber’s Residential or Head
      Office Address” on the first page of the Subscription Agreement;

	 	 	 
	 	(j) 	
      it understands and agrees that there may be material tax
      consequences to the Subscriber of an acquisition, disposition or exercise
      of any of the Purchased Securities, the Corporation gives no opinion and
      makes no representation with respect to the tax status of the Corporation
      or the consequences to the Subscriber under United States, state, local or
      foreign tax law of the Subscriber’s acquisition or disposition or exercise
      of the Purchased Securities, including whether the Corporation will at any
      given time be deemed a “passive foreign investment company” within the
      meaning of Section 1297 of the United States Internal Revenue
  Code;

	 	 	 
	 	(k) 	
      it understands that (i) the Corporation may be deemed to
      be an issuer that is, or that has been at any time previously, an issuer
      with no or nominal operations and no or nominal assets other than cash and
      cash equivalents (a “Shell Company”), (ii) if the Corporation is deemed to
      be, or to have been at any time previously, a Shell Company, Rule 144
      under the 1933 Act may not be available for resales of the Purchased
      Securities, and (iii) the Corporation is not obligated to make Rule 144
      under the 1933 Act available for resales of the Purchased
    Securities;

	 	 	 
	 	(l) 	
      it acknowledges that it had a prior relationship with the
      Corporation before such time as any announcement, press release, or other
      notice or report of the offering of the Purchased Securities was made by
      the Corporation;

	 	 	 
	 	(m) 	
      it acknowledges that it has not purchased the Securities
      as a result of any form of General Solicitation or General Advertising,
      including any advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio, television or internet or any seminar or meeting whose attendees
      have been invited by general solicitation or general
advertising;

	 	 	 
	 	(n) 	
      it confirms that it or the Beneficial Purchaser, if any,
      (i) is able to bear the economic risk of the investment in the Purchased
      Securities, (ii) is able to hold the Purchased Securities for an
      indefinite period of time, (iii) is able to afford a complete loss of its
      investment and that it has adequate means of providing for its current
      needs and possible personal contingencies, and that it has no need for
      liquidity in this investment, (iv) finds this investment is suitable for
      it based upon its investment holdings and financial situation and
      needs, and this investment does not exceed ten percent of its net worth,
      and (v) by reason of its business or financial experience could be
      reasonably assumed to have the capacity to protect its own interests in
      connection with this investment; and








- 5 - 

	 	(o) 	
      it acknowledges that the representations, warranties and
      covenants contained in this Schedule are made by it with the intent that
      they may be relied upon by the Corporation in determining its eligibility
      to purchase the Purchased Securities and in establishing that the issuance
      of the Purchased Securities is exempt from the registration requirements
      of the 1933 Act. It agrees that by accepting the Purchased Securities it
      shall be representing and warranting that the representations and
      warranties above are true as at the Closing with the same force and effect
      as if they had been made by it at the Closing and that they shall survive
      the purchase by it of the Purchased Securities and shall continue in full
      force and effect notwithstanding any subsequent disposition by it of such
      securities.



The Subscriber and, if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, undertakes to notify the Corporation
immediately of any change in any representation, warranty or other information
relating to the Subscriber or, if applicable, the Disclosed Purchaser set forth
herein which takes place prior to the Closing. 

Executed this _________ day of _______________________, 2014


	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Type of Entity 	 	Print or Type Name 
	 	 	 
	 	 	 
	Signature of Person Signing 	 	  
	 	 	 
	 	 	 
	Print or Type Name and Title of Person Signing 	 	  






Appendix I to Schedule B 

U.S. Accredited Investor Certificate 

FORM OF DECLARATION FOR REMOVAL OF U.S. LEGEND 

	
      To: 
	
      Computershare Investor Services Inc., as Registrar and
      Transfer Agent for the Shares of International Tower Hill Mines Ltd. (the
      “Corporation”). 



The undersigned (a) acknowledges that the sale of the
securities of the Corporation to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of
1933, as amended (the “1933 Act”) and (b) certifies that (1) the undersigned is
not an affiliate of the Corporation (as that term is defined in Rule 405 under
the 1933 Act), (2) the offer of such securities was not made to a person in the
United States and either (A) at the time the buy order was originated, the buyer
was outside the United States, or the seller and any person acting on its behalf
reasonably believed that the buyer was outside the United States, or (B) the
transaction was executed in, on or through the facilities of a “Designated
Offshore Securities Market” as defined in Rule 902 of Regulation S under the
1933 Act and neither the seller nor any person acting on its behalf knows that
the transaction has been prearranged with a buyer in the United States, (3)
neither the seller nor any affiliate of the seller nor any person acting on any
of their behalf has engaged or will engage in any directed selling efforts in
the United States in connection with the offer and sale of such securities, (4)
the sale is bona fide and not for the purpose of “washing off” the resale
restrictions imposed because the securities are “restricted securities” (as such
term is defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not
intend to replace such securities with fungible unrestricted securities of the
Corporation and (6) the contemplated sale is not a transaction, or part of a
series of transactions which, although in technical compliance with Regulation
S, is part of a plan or scheme to evade the registration provisions of the 1933
Act. Terms used herein have the meanings given to them by Regulation S.
securities. Terms used herein have the meanings given to them by Regulation S.


	  	 	X 
	Date 	 	Authorized signatory (if Holder is not
      an individual) 
	 	 	 
	X 	 	  
	Signature of individual (if Holder is an individual)
    	 	 
    
	  	 	Name of authorized signatory (please
      print) 
	  	 	  
	Name of Holder (please print) 	 	 
    
	  	 	Official capacity of authorized signatory

	  	 	(please print) 


Affirmation by Seller’s Broker-Dealer 

We have read the foregoing representations of our customer,
_____________________________ (the “Seller”), dated _______________________,
with regard to our sale, for such Seller’s account, of the _________________
common shares, represented by certificate number ______________ (the “Shares”),
of the Corporation described therein, and on behalf of ourselves we certify and
affirm that (A) we have no knowledge that the transaction had been prearranged
with a buyer in the United States, (B) the transaction was executed on or
through the facilities of The Toronto Stock Exchange and (C) neither we, nor any
person acting on our behalf, engaged in any directed selling efforts in
connection with the offer and sale of such securities. Terms used herein have
the meanings given to them by Regulation S. 

	___________________________________________________________
	Name of Firm 
	 
	By:
    ________________________________________________________
	               
         Authorized officer 
	 
	Date:
    ______________________________________________________