Corporate Governance



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



Shareholder Approval of Certain Transactions: The NYSE MKT Company Guide provides that shareholder approval is required for the participation of directors and officers in a private placement(s) pursuant to which the issuance of common shares to such officers and directors at a discount to market is considered an equity compensation arrangement. Under applicable Canadian rules, shareholder approval is not generally required in respect of a private placement to directors and officers of the issuer unless, during any six month period, securities are issued to insiders entitling them to purchase more than 10% of the number of listed securities outstanding, on a non-diluted basis, prior to the completion of the first private placement to an insider during such period. As shareholder approval was not required in Canada in respect of the Private Placement, the Company was granted an exemption from the requirements of the NYSE MKT Company Guide pursuant to Section 110 thereof.



The Board of Directors (the “Board”) of International Tower Hill Mines Ltd. (the “Company”) believes that each of its members should carry the confidence and support of its shareholders. To this end, the Board has unanimously adopted this “Majority Voting in Director Elections” policy, which provides that each nominee for director should be elected by a majority of the shares represented in person or by proxy at any shareholder’s meeting involving the election of directors. Future nominees for election to the Board will be required to confirm that they will abide by this policy. Continued……

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