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International Tower Hill Receives
Share Ownership Top-Up Notice from AngloGold Ashanti for 230,764 Shares
International Tower Hill Mines Ltd.
(�ITH� or the �Company�) - (TSX: ITH; NYSE-A: THM) is pleased to announce that AngloGold
Ashanti (U.S.A.) Exploration Inc., a subsidiary of AngloGold Ashanti Limited
(�AngloGold�), will exercise its right to maintain a 11.5039% equity interest
in the Company through the purchase of 230,764 common shares. Since
August 11, 2010, AngloGold�s equity interest has been diluted by virtue of
the Company�s issuance of shares principally due to the exercise of incentive
stock options expiring in early 2011.
As a consequence of AngloGold�s
election to exercise its �top-up� right, the Company will sell to AngloGold,
on a private placement basis, an aggregate of 230,764 common shares at a
price of CAD$8.13 per share (reflecting the 5-day volume-weighted average
price of the Company�s common shares on the TSX preceding February 16, 2011,
less the maximum allowable discount of 15% as required by the provisions of
the �top-up� right) for gross proceeds of CAD$1,875,419.
The �top-up� provision, contained in
the June 30, 2006, purchase agreement among AngloGold, the Company and Talon
Gold Alaska, Inc., pursuant to which the Company acquired AngloGold�s Alaskan
assets (including the Company�s flagship Livengood
property), gives AngloGold the right, twice a year, to maintain its then
current equity ownership percentage in the Company on an ongoing basis
thereby avoiding dilution as a result of the issuance of shares by the
Company in connection with property payments or warrant/option
exercises. AngloGold also has a separate right to participate in any
equity financings by the Company up to its then pre-financing percentage
equity interest.
The private placement is subject to
execution of formal documentation and the acceptance for filing thereof by
the TSX and NYSE-Amex on behalf of the Company. The common shares
issued in the private placement will be subject to a hold period in Canada
expiring four months plus one day after closing. The net proceeds from
the private placement are anticipated to be used by the Company for continued
work on the Livengood Gold Project in Alaska and
general working capital.
The common shares have not been and
will not be registered under the U.S. Securities Act of 1933, as amended,
(the �1933 Act�), or any state securities laws, and are being issued pursuant
to exemptions from registration requirements.
About International Tower Hill Mines
Ltd.
International Tower Hill Mines
controls a 100% interest in the world-class Livengood
Gold Project accessible by paved highway 70 miles north of Fairbanks,
Alaska. The Company is focused on the rapid advancement of the project
into a compelling potential development project in 2011 while it continues to
expand its current resource and explore a land package spanning 145 km2 for
new deposits.
On behalf of
international tower hill mines ltd.
(signed) Jeffrey A. Pontius
Jeffrey A. Pontius,
Chief Executive Officer
Contact Information: Shirley Zhou, Vice-President - Corporate Communications
E-mail: szhou@ithmines.com
Phone: 1-888-770-7488 (toll free) or (604) 638-3247/Fax: (604) 408-7499
Cautionary Note Regarding
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 27E of the Exchange Act. All statements, other
than statements of historical fact, included herein including, without
limitation, statements regarding the anticipated completion of the private
placement to AngloGold Ashanti (U.S.A.) Exploration Inc. and the proposed use
of the proceeds of the financing by the Company, are forward-looking
statements. Although the Company believes that such statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. Forward-looking statements are typically identified by words such
as: believe, expect, anticipate, intend, estimate, postulate and similar
expressions, or are those, which, by their nature, refer to future events.
The Company cautions investors that any forward-looking statements by the
Company are not guarantees of future results or performance, and that actual
results may differ materially from those in forward looking statements as a
result of various factors, including, but not limited to, risks associated
with the timing and pricing of the private placement. Other risks and
uncertainties are disclosed in the Company's annual information form filed
with Canadian securities commission and its annual report on Form 40-F filed
with the United States Securities and Exchange Commission, and other
information released by the Company and filed with the appropriate regulatory
agencies. All of the Company's Canadian public disclosure filings may be
accessed via www.sedar.com and its United States public disclosure filings
may be accessed via www.sec.gov, and readers are urged to review these
materials, including the technical reports filed with respect to the
Company's mineral properties.
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