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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-33638 |
INTERNATIONAL TOWER HILL MINES LTD.
(Exact Name of Registrant as Specified in its Charter)
British Columbia, Canada |
|
98-0668474 |
(State or other jurisdiction of incorporation or |
|
(I.R.S. Employer |
|
1570 - 200 Burrard Street (Address of Principal Executive Offices) |
|
V6C 3L6 (Zip code) |
|
|
Registrant’s telephone number, including area code: (604) 683-6332 | |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
|
Trading Symbol (s): |
|
Name of each exchange on which registered: |
Common Shares, no par value |
|
THM |
|
NYSE American |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
Emerging growth company |
☐ |
||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 1, 2024, the registrant had 199,693,442 common shares outstanding.
Table of Contents
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5 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
17 |
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20 |
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21 |
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22 |
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22 |
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22 |
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22 |
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22 |
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22 |
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23 |
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24 |
2
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning anticipated results and developments in the operations of International Tower Hill Mines Ltd. (“we”, “us”, “our,” “ITH” or the “Company”) in future periods, planned exploration and development activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. These forward-looking statements may include, but are not limited to, statements concerning:
| ● | the Company’s future cash requirements, the Company’s ability to meet its financial obligations as they come due, and the Company’s ability to raise the necessary funds to continue operations on acceptable terms, if at all; |
| ● | the Company’s ability to carry forward and incorporate into future engineering studies of the Livengood Gold Project updated mine design, production schedule and recovery concepts identified during the optimization process; |
| ● | the Company’s potential to carry out an engineering phase that will evaluate and optimize the Livengood Gold Project’s configuration and capital and operating expenses, including determining the optimum scale for the Livengood Gold Project; |
| ● | the Company’s strategies and objectives, both generally and specifically in respect of the Livengood Gold Project; |
| ● | the Company’s belief that there are no known environmental issues that are anticipated to materially impact the Company’s ability to conduct mining operations at the Livengood Gold Project; |
| ● | the potential for the expansion of the estimated mineral resources at the Livengood Gold Project; |
| ● | the potential for a production decision concerning, and any production at, the Livengood Gold Project; |
| ● | the sequence of decisions regarding the timing and costs of development programs with respect to, and the issuance of the necessary permits and authorizations required for, the Livengood Gold Project; |
| ● | the Company’s estimates of the quality and quantity of the mineral resources at the Livengood Gold Project; |
| ● | the timing and cost of any future exploration or development programs at the Livengood Gold Project, and the timing of the receipt of results therefrom; |
| ● | the expected levels of overhead expenses at the Livengood Gold Project; and |
| ● | future general business and economic conditions, including changes in the price of gold and the overall sentiment of the markets for public equity. |
Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others:
| ● | the demand for, and level and volatility of the price of gold; |
| ● | conditions in the financial markets generally, the overall sentiment of the markets for public equity, interest rates, currency rates, and the rate of inflation; |
| ● | general business and economic conditions; |
| ● | government regulation and proposed legislation (and changes thereto or interpretations thereof); |
| ● | defects in title to claims or the ability to obtain surface rights, either of which could affect the Company’s property rights and claims; |
| ● | the Company’s ability to secure the necessary services and supplies on favorable terms in connection with its programs at the Livengood Gold Project and other activities; |
| ● | the Company’s ability to attract and retain key staff, particularly in connection with the permitting and development of any mine at the Livengood Gold Project; |
| ● | the accuracy of the Company’s resource estimates (including with respect to size and grade) and the geological, operational and price assumptions on which these are based; |
| ● | the timing of the Company’s ability to commence and complete planned work programs at the Livengood Gold Project; |
3
| ● | the timing of the receipt of and the terms of the consents, permits and authorizations necessary to carry out exploration and development programs at the Livengood Gold Project and the Company’s ability to comply with such terms on a safe and cost-effective basis; |
| ● | the ongoing relations of the Company with the lessors of its property interests and applicable regulatory agencies; |
| ● | the metallurgy and recovery characteristics of samples from certain of the Company’s mineral properties and whether such characteristics are reflective of the deposit as a whole; |
| ● | the continued development of and potential construction of any mine at the Livengood Gold Project property not requiring consents, approvals, authorizations or permits that are materially different from those identified by the Company; and |
| ● | cyber - attacks and other security breaches of our information technology systems or those of our third - party service providers. |
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including without limitation those discussed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated herein by reference, as well as other factors described elsewhere in the Company’s other reports filed with the U.S. Securities and Exchange Commission (the “SEC”).
The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations and opinions of management as of the date of this report. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.
4
PART 1
ITEM 1. FINANCIAL STATEMENTS
INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
As at June 30, 2024 and December 31, 2023
(Expressed in US Dollars - Unaudited)
|
|
|
|
June 30, |
|
December 31, |
||
|
|
Note |
|
2024 |
|
2023 |
||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
1 |
|
$ |
2,269,940 |
|
$ |
1,687,690 |
Prepaid expenses and other |
|
|
|
|
276,369 |
|
|
304,726 |
Total current assets |
|
|
|
|
2,546,309 |
|
|
1,992,416 |
|
|
|
|
|
|
|
|
|
Property and equipment |
|
|
|
|
7,465 |
|
|
7,465 |
Capitalized acquisition costs |
|
4 |
|
|
55,375,124 |
|
|
55,375,124 |
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
$ |
57,928,898 |
|
$ |
57,375,005 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
|
|
$ |
34,795 |
|
$ |
92,855 |
Accrued liabilities |
|
5 |
|
|
137,989 |
|
|
142,096 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
172,784 |
|
|
234,951 |
|
|
|
|
|
|
|
|
|
Shareholders’ equity |
|
|
|
|
|
|
|
|
Share capital, no par value; unlimited number of authorized shares; 199,693,442 and 195,885,531 shares issued and outstanding at June 30, 2024 December 31, 2023, respectively |
|
6 |
|
|
291,169,769 |
|
|
288,866,139 |
Contributed surplus |
|
6 |
|
|
36,669,198 |
|
|
36,309,865 |
Accumulated other comprehensive income |
|
|
|
|
1,459,148 |
|
|
1,528,828 |
Deficit |
|
|
|
|
(271,542,001) |
|
|
(269,564,778) |
|
|
|
|
|
|
|
|
|
Total shareholders’ equity |
|
|
|
|
57,756,114 |
|
|
57,140,054 |
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders’ equity |
|
|
|
$ |
57,928,898 |
|
$ |
57,375,005 |
General Information and Nature of Operations (Note 1)
Commitments (Note 8)
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
5
INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three and Six Months Ended June 30, 2024 and 2023
(Expressed in US Dollars - Unaudited)
|
|
|
|
Three Months Ended |
|
Six Months Ended |
||||||||
|
|
Note |
|
June 30, 2024 |
|
June 30, 2023 |
|
June 30, 2024 |
|
June 30, 2023 |
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees |
|
6 |
|
$ |
355,048 |
|
$ |
318,614 |
|
$ |
412,611 |
|
$ |
376,249 |
Insurance |
|
|
|
|
51,211 |
|
|
52,993 |
|
|
104,087 |
|
|
102,567 |
Investor relations |
|
6 |
|
|
32,272 |
|
|
30,740 |
|
|
42,088 |
|
|
34,811 |
Mineral property exploration |
|
4 |
|
|
628,951 |
|
|
641,748 |
|
|
759,055 |
|
|
787,643 |
Office |
|
|
|
|
7,214 |
|
|
5,979 |
|
|
11,689 |
|
|
8,887 |
Other |
|
|
|
|
4,171 |
|
|
2,801 |
|
|
8,335 |
|
|
7,023 |
Professional fees |
|
|
|
|
76,637 |
|
|
86,576 |
|
|
118,896 |
|
|
127,881 |
Regulatory |
|
|
|
|
26,689 |
|
|
24,812 |
|
|
94,139 |
|
|
86,176 |
Rent |
|
|
|
|
33,794 |
|
|
33,796 |
|
|
67,590 |
|
|
67,592 |
Travel |
|
|
|
|
10,583 |
|
|
11,963 |
|
|
12,697 |
|
|
13,874 |
Wages and benefits |
|
6 |
|
|
259,553 |
|
|
248,767 |
|
|
467,845 |
|
|
364,416 |
Total operating expenses |
|
|
|
|
(1,486,123) |
|
|
(1,458,789) |
|
|
(2,099,032) |
|
|
(1,977,119) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on foreign exchange |
|
|
|
|
26,031 |
|
|
(53,843) |
|
|
64,435 |
|
|
(60,616) |
Interest income |
|
|
|
|
28,177 |
|
|
34,255 |
|
|
57,374 |
|
|
55,821 |
Other income |
|
|
|
|
— |
|
|
10,480 |
|
|
— |
|
|
10,480 |
Total other income (expenses) |
|
|
|
|
54,208 |
|
|
(9,108) |
|
|
121,809 |
|
|
5,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period |
|
|
|
|
(1,431,915) |
|
|
(1,467,897) |
|
|
(1,977,223) |
|
|
(1,971,434) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange difference on translating foreign operations |
|
|
|
|
(43,638) |
|
|
59,255 |
|
|
(69,680) |
|
|
59,870 |
Total other comprehensive income (loss) for the period |
|
|
|
|
(43,638) |
|
|
59,255 |
|
|
(69,680) |
|
|
59,870 |
Comprehensive loss for the period |
|
|
|
$ |
(1,475,553) |
|
$ |
(1,408,642) |
|
$ |
(2,046,903) |
|
$ |
(1,911,564) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share |
|
|
|
$ |
(0.01) |
|
$ |
(0.01) |
|
$ |
(0.01) |
|
$ |
(0.01) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding – basic and diluted |
|
|
|
|
199,693,442 |
|
|
195,369,790 |
|
|
199,339,723 |
|
|
195,341,643 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
6
INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Three and Six Months Ended June 30, 2024 and 2023
(Expressed in US Dollars - Unaudited)
|
|
Six-Month Period Ended June 30, 2023 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
Contributed |
|
comprehensive |
|
|
|
|
|
|
||
|
|
shares |
|
Share capital |
|
surplus |
|
income |
|
Deficit |
|
Total |
|||||
Balance, December 31, 2022 |
|
195,313,184 |
|
$ |
288,484,901 |
|
$ |
36,275,917 |
|
$ |
1,500,196 |
|
$ |
(266,166,809) |
|
$ |
60,094,205 |
Stock-based compensation-options |
|
— |
|
|
— |
|
|
63,514 |
|
|
— |
|
|
— |
|
|
63,514 |
Stock-based compensation-DSUs |
|
— |
|
|
— |
|
|
257,553 |
|
|
— |
|
|
— |
|
|
257,553 |
Exchange difference on translating foreign operations |
|
— |
|
|
— |
|
|
— |
|
|
59,870 |
|
|
— |
|
|
59,870 |
Share issuance |
|
572,347 |
|
|
381,238 |
|
|
(381,238) |
|
|
— |
|
|
— |
|
|
— |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,971,434) |
|
|
(1,971,434) |
Balance, June 30, 2023 |
|
195,885,531 |
|
$ |
288,866,139 |
|
$ |
36,215,746 |
|
$ |
1,560,066 |
|
$ |
(268,138,243) |
|
$ |
58,503,708 |
|
|
Three-Month Period Ended June 30, 2023 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
Contributed |
|
comprehensive |
|
|
|
|
|
|
||
|
|
shares |
|
Share capital |
|
surplus |
|
income |
|
Deficit |
|
Total |
|||||
Balance, March 31, 2023 |
|
195,313,184 |
|
$ |
288,484,901 |
|
$ |
36,296,185 |
|
$ |
1,500,811 |
|
$ |
(266,670,346) |
|
$ |
59,611,551 |
Stock-based compensation-options |
|
— |
|
|
— |
|
|
43,246 |
|
|
— |
|
|
— |
|
|
43,246 |
Stock-based compensation-DSUs |
|
— |
|
|
— |
|
|
257,553 |
|
|
— |
|
|
— |
|
|
257,553 |
Exchange difference on translating foreign operations |
|
— |
|
|
— |
|
|
— |
|
|
59,255 |
|
|
— |
|
|
59,255 |
Share issuance |
|
572,347 |
|
|
381,238 |
|
|
(381,238) |
|
|
— |
|
|
— |
|
|
— |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,467,897) |
|
|
(1,467,897) |
Balance, June 30, 2023 |
|
195,885,531 |
|
$ |
288,866,139 |
|
$ |
36,215,746 |
|
$ |
1,560,066 |
|
$ |
(268,138,243) |
|
$ |
58,503,708 |
|
|
Six-Month Period Ended June 30, 2024 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
Contributed |
|
Comprehensive |
|
|
|
|
|
|
||
|
|
Shares |
|
Share Capital |
|
Surplus |
|
Income |
|
Deficit |
|
Total |
|||||
Balance, December 31, 2023 |
|
195,885,531 |
|
$ |
288,866,139 |
|
$ |
36,309,865 |
|
$ |
1,528,828 |
|
$ |
(269,564,778) |
|
$ |
57,140,054 |
Share issuance |
|
3,807,911 |
|
|
2,528,453 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,528,453 |
Share issuance costs |
|
— |
|
|
(224,823) |
|
|
— |
|
|
— |
|
|
— |
|
|
(224,823) |
Stock-based compensation-options |
|
— |
|
|
— |
|
|
66,091 |
|
|
— |
|
|
— |
|
|
66,091 |
Stock-based compensation-DSUs |
|
— |
|
|
— |
|
|
293,242 |
|
|
— |
|
|
— |
|
|
293,242 |
Exchange difference on translating foreign operations |
|
— |
|
|
— |
|
|
— |
|
|
(69,680) |
|
|
— |
|
|
(69,680) |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,977,223) |
|
|
(1,977,223) |
Balance, June 30, 2024 |
|
199,693,442 |
|
$ |
291,169,769 |
|
$ |
36,669,198 |
|
$ |
1,459,148 |
|
$ |
(271,542,001) |
|
$ |
57,756,114 |
|
|
Three-Month Period Ended June 30, 2024 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
Contributed |
|
Comprehensive |
|
|
|
|
|
|
||
|
|
Shares |
|
Share Capital |
|
Surplus |
|
Income |
|
Deficit |
|
Total |
|||||
Balance, March 31, 2024 |
|
199,693,442 |
|
$ |
291,179,336 |
|
$ |
36,323,675 |
|
$ |
1,502,786 |
|
$ |
(270,110,086) |
|
$ |
58,895,711 |
Share issuance costs |
|
— |
|
|
(9,567) |
|
|
— |
|
|
— |
|
|
— |
|
|
(9,567) |
Stock-based compensation-options |
|
— |
|
|
— |
|
|
52,281 |
|
|
— |
|
|
— |
|
|
52,281 |
Stock-based compensation-DSUs |
|
— |
|
|
— |
|
|
293,242 |
|
|
— |
|
|
— |
|
|
293,242 |
Exchange difference on translating foreign operations |
|
— |
|
|
— |
|
|
— |
|
|
(43,638) |
|
|
— |
|
|
(43,638) |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,431,915) |
|
|
(1,431,915) |
Balance, June 30, 2024 |
|
199,693,442 |
|
$ |
291,169,769 |
|
$ |
36,669,198 |
|
$ |
1,459,148 |
|
$ |
(271,542,001) |
|
$ |
57,756,114 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
7
INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2024 and 2023
(Expressed in US Dollars - Unaudited)
|
|
Six Months Ended |
||||
|
|
June 30, 2024 |
|
June 30, 2023 |
||
Operating Activities |
|
|
|
|
|
|
Loss for the period |
|
$ |
(1,977,223) |
|
$ |
(1,971,434) |
Add items not affecting cash: |
|
|
|
|
|
|
Stock-based compensation-options |
|
|
66,091 |
|
|
63,514 |
Stock-based compensation-DSUs |
|
|
293,242 |
|
|
257,553 |
Changes in non-cash items: |
|
|
|
|
|
|
Accounts receivable |
|
|
(12,400) |
|
|
(28,526) |
Prepaid expenses and other |
|
|
32,245 |
|
|
(114,470) |
Accounts payable and accrued liabilities |
|
|
(58,002) |
|
|
(123,515) |
Cash and cash equivalents used in operating activities |
|
|
(1,656,047) |
|
|
(1,916,878) |
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
Issuance of shares |
|
|
2,528,453 |
|
|
— |
Share issuance costs |
|
|
(224,823) |
|
|
— |
Cash and cash equivalents provided by financing activities |
|
|
2,303,630 |
|
|
— |
|
|
|
|
|
|
|
Effect of foreign exchange on cash |
|
|
(65,333) |
|
|
59,461 |
Change in cash and cash equivalents |
|
|
582,250 |
|
|
(1,857,417) |
Cash and cash equivalents, beginning of the period |
|
|
1,687,690 |
|
|
4,847,429 |
|
|
|
|
|
|
|
Cash and cash equivalents, end of the period |
|
$ |
2,269,940 |
|
$ |
2,990,012 |
|
|
|
|
|
|
|
Supplementary Disclosures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash financing and investing transactions |
|
|
|
|
|
|
Reallocation from contributed surplus from issuance of stock |
|
$ |
— |
|
$ |
381,238 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
8
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2024 and 2023
(Expressed in US dollars – Unaudited)
1. GENERAL INFORMATION AND NATURE OF OPERATIONS
International Tower Hill Mines Ltd. (“ITH” or the “Company”) is incorporated under the laws of British Columbia, Canada. The Company’s head office address is 1570 – 200 Burrard Street, Vancouver, British Columbia, Canada.
International Tower Hill Mines Ltd. consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. At June 30, 2024, the Company has a 100% interest in its Livengood Gold Project in Alaska, U.S.A (the “Livengood Gold Project”).
These unaudited condensed consolidated interim financial statements have been prepared on a going-concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.
As at June 30, 2024, the Company had cash and cash equivalents of $2,269,940 compared to $1,687,690 at December 31, 2023. The Company has no revenue generating operations from which it can internally generate funds.
The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project. There is no assurance that the Company will make a decision to build a mine at the Livengood Gold Project and, if so, that it will be able to obtain the additional financing required on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts. The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.
Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. The amount of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes. As at August 8, 2024, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.
2. BASIS OF PRESENTATION
These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 as filed in our Annual Report on Form 10-K. In the opinion of the Company’s management, these financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position at June 30, 2024 and the results of its operations for the six months then ended. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
9
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2024 and 2023
(Expressed in US dollars – Unaudited)
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
On August 8,2024, the Board of Directors of the Company (the “Board”) approved these condensed consolidated interim financial statements.
All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.
Basis of consolidation
These condensed consolidated interim financial statements include the accounts of ITH and its wholly-owned subsidiaries TH Alaska, TH US, and LPI. All intercompany transactions and balances have been eliminated.
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying values of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these financial instruments.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:
| ● | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| ● | Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and |
| ● | Level 3 – Inputs that are not based on observable market data. |
There were no financial instruments measured at fair value.
4. MINERAL PROPERTY
The Company did not incur any acquisition costs in respect of the Livengood Gold Project during the six months ended June 30, 2024:
Capitalized acquisition costs |
|
Amount |
|
Balance, December 31, 2023 |
|
$ |
55,375,124 |
Acquisition costs |
|
|
— |
Balance, June 30, 2024 |
|
$ |
55,375,124 |
10
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2024 and 2023
(Expressed in US dollars – Unaudited)
The following table presents costs incurred for mineral property activities for the six months ended June 30, 2024 and 2023:
|
|
June 30, 2024 |
|
June 30, 2023 |
||
Mineral property costs: |
|
|
|
|
|
|
Aircraft |
|
$ |
10,790 |
|
$ |
13,200 |
Environmental |
|
|
108,649 |
|
|
99,819 |
Equipment rental |
|
|
17,863 |
|
|
34,676 |
Field costs |
|
|
66,938 |
|
|
60,787 |
Land maintenance and tenure |
|
|
540,226 |
|
|
536,097 |
Legal |
|
|
9,125 |
|
|
35,323 |
Transportation and travel |
|
|
5,464 |
|
|
7,741 |
Total expenditures for the period |
|
$ |
759,055 |
|
$ |
787,643 |
Livengood Gold Project Property
The Livengood property is located in the Tintina gold belt approximately 70 miles (113 kilometers) northwest of Fairbanks, Alaska. The property consists of land leased from the Alaska Mental Health Trust, a number of smaller private mineral leases, Alaska state mining claims purchased or located by the Company and patented ground held by the Company.
Details of the leases are as follows:
| a) | A lease of the Alaska Mental Health Trust mineral rights having a term commencing July 1, 2004 and extending 19 years until June 30, 2023, subject to further extensions beyond June 30, 2023 by either (1) commercial production or (2) payment of an annual advance minimum royalty and diligent pursuit of development. Both requirements of (2) above have been satisfied through June 30, 2025. The lease requires minimum work expenditures and advance minimum royalties (all of which minimum royalties are recoverable from production royalties) which escalate annually with inflation. A net smelter return (“NSR”) production royalty of between 2.5% and 5.0% (depending upon the price of gold) is payable to the lessor with respect to the lands subject to this lease. In addition, an NSR production royalty of l% is payable to the lessor with respect to the unpatented federal mining claims subject to the lease described in b) below and an NSR production royalty of between 0.5% and 1.0% (depending upon the price of gold) is payable to the lessor with respect to the lands acquired by the Company as a result of the purchase of LPI in December 2011. During the six months ended June 30, 2024 and from the inception of this lease, the Company has paid $459,528 and $5,273,475, respectively. |
| b) | A lease of federal unpatented lode mining claims having an initial term of ten years commencing on April 21, 2003 and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $50,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). An NSR production royalty of between 2% and 3% (depending on the price of gold) is payable to the lessors. The Company may purchase 1% of the royalty for $1,000,000. During the six months ended June 30, 2024 and from the inception of this lease, the Company has paid $50,000 and $1,030,000, respectively. |
11
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2024 and 2023
(Expressed in US dollars – Unaudited)
| c) | A lease of patented lode mining claims having an initial term of ten years commencing January 18, 2007, and continuing for so long thereafter as advance minimum royalties are paid. The lease requires an advance minimum royalty of $20,000 on or before each anniversary date through January 18, 2017 and $25,000 on or before each subsequent anniversary (all of which minimum royalties are recoverable from production royalties). An NSR production royalty of 3% is payable to the lessors. The Company may purchase all interests of the lessors in the leased property (including the production royalty) for $1,000,000 (less all minimum and production royalties paid to the date of purchase), of which $500,000 is payable in cash over four years following the closing of the purchase and the balance is payable by way of the 3% NSR production royalty. The Company has acquired a 40% interest in the mining claims subject to the lease, providing the Company with a 40% interest in the lease. The Company paid $15,000 of royalties during the six months ended June 30, 2024, for a total of $310,000 from the inception of this lease. |
| d) | A lease of unpatented federal lode mining and federal unpatented placer claims having an initial term of ten years commencing on March 28, 2007, and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $15,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). The Company is required to pay the lessor an additional sum of $250,000 upon making a positive production decision, of which $125,000 is payable within 120 days of the decision and $125,000 is payable within a year of the decision (all of which are recoverable from production royalties). An NSR production royalty of 2% is payable to the lessor. The Company may purchase all of the interest of the lessor in the leased property (including the production royalty) for $1,000,000. The Company paid $15,000 of royalties during the six months ended June 30, 2024, for a total of $233,000 from the inception of this lease. |
Title to mineral properties
The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps to verify title to all mineral properties in which it has an interest. Although the Company has taken every reasonable precaution to ensure that legal title to its properties is properly recorded in the name of the Company, there can be no assurance that such title will ultimately be secured.
5. ACCRUED LIABILITIES
The following table presents the Company’s accrued liabilities balances at June 30, 2024 and December 31, 2023.
|
|
June 30, 2024 |
|
December 31, 2023 |
||
Accrued liabilities |
|
$ |
115,859 |
|
$ |
93,719 |
Accrued salaries and benefits |
|
|
22,130 |
|
|
48,377 |
Total accrued liabilities |
|
$ |
137,989 |
|
$ |
142,096 |
Accrued liabilities at June 30, 2024 include accruals for general corporate costs and project costs of $44,938 and $70,921 respectively. Accrued liabilities at December 31, 2023 include accruals for general corporate costs and project costs of $65,791 and $27,928, respectively.
6. SHARE CAPITAL
Authorized
The Company’s authorized share capital consists of an unlimited number of common shares without par value. At December 31, 2023 and June 30, 2024, there were 195,885,531 and 199,693,442 shares issued and outstanding, respectively.
12
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2024 and 2023
(Expressed in US dollars – Unaudited)
Share issuances
During the six months ended June 30, 2024, the Company issued 3,807,911 common shares pursuant to a $2.5 million non-brokered private placement at a price of $0.664 per common share to existing major shareholders of the Company.
Stock options
The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012, and reapproved by the Company’s shareholders on May 28, 2015, May 30, 2018, May 25, 2021, and May 29, 2024 (the “Stock Option Plan”). The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed 10% of the number of issued shares of the Company at the time of the granting of options. Options granted under the Stock Option Plan will have a maximum term of ten years. The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Stock Option Plan vest immediately, unless otherwise determined by the Board at the date of grant.
A summary of the options outstanding under the Stock Option Plan as of June 30, 2024 and December 31, 2023 is presented below:
|
|
Six Months Ended |
|
|
Year Ended |
||||||||||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
||||||||||||
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Weighted |
|
|
|
||
|
|
|
|
Average |
|
Aggregate |
|
|
|
|
Average |
|
Aggregate |
||||
|
|
Number of |
|
Exercise Price |
|
Intrinsic Value |
|
|
Number of |
|
Exercise Price |
|
Intrinsic Value |
||||
|
|
Options |
|
(C$) |
|
(C$) |
|
|
Options |
|
(C$) |
|
(C$) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of the period |
|
1,787,049 |
|
$ |
0.92 |
|
|
|
|
|
2,287,049 |
|
$ |
0.95 |
|
|
|
Granted |
|
240,000 |
|
|
0.94 |
|
|
|
|
|
240,000 |
|
|
0.63 |
|
|
|
Expired |
|
(374,817) |
|
|
0.61 |
|
|
|
|
|
(740,000) |
|
|
0.91 |
|
|
|
Balance, end of the period |
|
1,652,232 |
|
$ |
0.99 |
|
$ |
12,000 |
|
|
1,787,049 |
|
$ |
0.92 |
|
$ |
93,571 |
The weighted average remaining life of options outstanding at June 30, 2024 was 3.1 years.
Further details regarding stock options outstanding as at June 30, 2024 and December 31, 2023 are presented below:
|
|
June 30, 2024 |
|
|
December 31, 2023 |
||||||||||
|
|
Exercise |
|
Number of |
|
|
|
|
Exercise |
|
Number of |
|
|
||
Expiry Date |
|
Price (C$) |
|
Options |
|
Exercisable |
|
|
Price (C$) |
|
Options |
|
Exercisable |
||
March 21, 2024 |
|
|
— |
|
— |
|
— |
|
|
$ |
0.61 |
|
374,817 |
|
374,817 |
February 1, 2025 |
|
$ |
1.35 |
|
250,000 |
|
250,000 |
|
|
$ |
1.35 |
|
250,000 |
|
250,000 |
August 8, 2025 |
|
$ |
0.85 |
|
187,232 |
|
187,232 |
|
|
$ |
0.85 |
|
187,232 |
|
187,232 |
May 27, 2026 |
|
$ |
0.92 |
|
255,000 |
|
255,000 |
|
|
$ |
0.92 |
|
255,000 |
|
255,000 |
May 25, 2027 |
|
$ |
1.31 |
|
240,000 |
|
240,000 |
|
|
$ |
1.31 |
|
240,000 |
|
240,000 |
May 24, 2028 |
|
$ |
0.92 |
|
240,000 |
|
240,000 |
|
|
$ |
0.92 |
|
240,000 |
|
160,000 |
May 23, 2029 |
|
$ |
0.63 |
|
240,000 |
|
160,000 |
|
|
$ |
0.63 |
|
240,000 |
|
80,000 |
May 29, 2030 |
|
$ |
0.94 |
|
240,000 |
|
80,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,652,232 |
|
1,412,232 |
|
|
|
|
|
1,787,049 |
|
1,547,049 |
13
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2024 and 2023
(Expressed in US dollars – Unaudited)
A summary of the non-vested options as of June 30, 2024 and changes during the six months ended June 30, 2024 is as follows:
|
|
|
|
Weighted average |
|
|
|
Number of |
|
grant-date fair value |
|
Non-vested options: |
|
options |
|
(C$) |
|
Outstanding at December 31, 2023 |
|
240,000 |
|
$ |
0.48 |
Granted |
|
240,000 |
|
|
0.65 |
Vested |
|
(240,000) |
|
|
0.56 |
Outstanding at June 30, 2024 |
|
240,000 |
|
$ |
0.57 |
At June 30, 2024, there was unrecognized compensation expense of C$112,018 related to non-vested options outstanding. The cost is expected to be recognized over a weighted-average remaining period of approximately 1.4 years.
Deferred Share Unit Incentive Plan
On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”). The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and reapproved by the Company’s shareholders on May 27, 2020, May 25, 2021, and May 29, 2024. The maximum aggregate number of common shares that may be issued under the DSU Plan and the Stock Option Plan is 10% of the number of issued and outstanding common shares (on a non-diluted basis).
During the six months ended June 30, 2024, in accordance with the DSU Plan, the Company granted each of the members of the Board (other than those directors nominated for election by Paulson & Co. Inc.) 88,298 DSUs for a total of 441,490 DSUs with a grant date fair value (defined as the weighted average of the prices at which the common shares traded on the exchange with the most volume for the five trading days immediately preceding the grant) of C$0.94 per DSU, representing C$83,000 per director or C$415,000 in the aggregate.
Each DSU entitles the holder to receive one common share in the capital of the Company without the payment of any consideration. The DSUs vest immediately upon grant, but the common shares underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Board.
DSUs outstanding as at June 30, 2024 and December 31, 2023 are as follows:
|
|
Six Months Ended |
|
|
Year Ended |
||||||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
||||||
|
|
|
|
Weighted Average |
|
|
|
|
Weighted |
||
|
|
Number of |
|
Exercise Price |
|
|
Number of |
|
Average Exercise |
||
|
|
Units |
|
(C$) |
|
|
Units |
|
Price (C$) |
||
Balance, beginning of the period |
|
2,702,612 |
|
$ |
0.83 |
|
|
2,602,361 |
|
$ |
0.89 |
Issued |
|
441,490 |
|
|
0.94 |
|
|
672,598 |
|
$ |
0.62 |
Delivered |
|
— |
|
|
— |
|
|
(572,347) |
|
$ |
0.87 |
Balance, end of the period |
|
3,144,102 |
|
$ |
0.84 |
|
|
2,702,612 |
|
$ |
0.83 |
Share-based payments
During the six months ended June 30, 2024, there were 240,000 stock options granted under the Stock Option Plan and 441,490 DSUs granted under the DSU Plan. Share-based payment compensation for the six months ended June 30, 2024 totaled $359,333 ($66,091 related to stock options and $293,242 related to DSUs). Of the total expense for the period ended June 30, 2024, $297,373 was included in consulting fees ($4,131 related to stock options and $293,242 related to DSUs), $4,131 was included in investor relations, and $57,829 was included in wages and benefits in the statement of operations and comprehensive loss.
14
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2024 and 2023
(Expressed in US dollars – Unaudited)
During the six months ended June 30, 2023, there were 240,000 stock options granted under the Stock Option Plan and 526,984 DSUs granted under the DSU Plan. Share-based payment compensation for the six months ended June 30, 2023 totaled$321,067 ($63,514 related to stock options and $257,553 related to DSUs). Of the total expense for the period ended June 30, 2023, $261,523 was included in consulting fees ($3,970 related to stock options and $257,553 related to DSUs), $3,970 was included in investor relations, and $55,574 was included in wages and benefits in the statement of operations and comprehensive loss.
|
|
YTD June 30, 2024 |
|
|
YTD June 30, 2023 |
|
||
Expected life of options |
|
|
6 |
years |
|
|
6 |
years |
Risk-free interest rate |
|
|
2.64 |
% |
|
|
3.29 |
% |
Annualized volatility |
|
|
76.75 |
% |
|
|
74.39 |
% |
Dividend rate |
|
|
0.00 |
% |
|
|
0.00 |
% |
Exercise price (C$) |
|
$ |
0.92 |
|
|
$ |
0.63 |
|
7. SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates in a single reportable segment, being the exploration and development of mineral properties. The following tables present selected financial information by geographic location:
|
|
Canada |
|
United States |
|
Total |
|||
June 30, 2024 |
|
|
|
|
|
|
|
|
|
Capitalized acquisition costs |
|
$ |
— |
|
$ |
55,375,124 |
|
$ |
55,375,124 |
Property and equipment |
|
|
7,465 |
|
|
— |
|
|
7,465 |
Current assets |
|
|
2,242,526 |
|
|
303,783 |
|
|
2,546,309 |
Total assets |
|
$ |
2,249,991 |
|
$ |
55,678,907 |
|
$ |
57,928,898 |
December 31, 2023 |
|
|
|
|
|
|
|
|
|
Capitalized acquisition costs |
|
$ |
— |
|
$ |
55,375,124 |
|
$ |
55,375,124 |
Property and equipment |
|
|
7,465 |
|
|
— |
|
|
7,465 |
Current assets |
|
|
1,512,431 |
|
|
479,985 |
|
|
1,992,416 |
Total assets |
|
$ |
1,519,896 |
|
$ |
55,855,109 |
|
$ |
57,375,005 |
Three Months Ended |
|
June 30, 2024 |
|
June 30, 2023 |
||
Net loss for the period – Canada |
|
$ |
(495,345) |
|
$ |
(532,343) |
Net loss for the period – United States |
|
|
(936,570) |
|
|
(935,554) |
Net loss for the period |
|
$ |
(1,431,915) |
|
$ |
(1,467,897) |
Six Months Ended |
|
June 30, 2024 |
|
June 30, 2023 |
||
Net loss for the period – Canada |
|
$ |
(628,435) |
|
$ |
(718,901) |
Net loss for the period – United States |
|
|
(1,348,788) |
|
|
(1,252,533) |
Net loss for the period |
|
$ |
(1,977,223) |
|
$ |
(1,971,434) |
15
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2024 and 2023
(Expressed in US dollars – Unaudited)
8. COMMITMENTS
The following table discloses the Company’s contractual obligations as of June 30, 2024, including future anticipated mineral property payments. Under the terms of the Company’s mineral property purchase agreements, mineral leases and unpatented mineral claims, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make lease or advance royalty payments, make payments to government authorities and incur assessment work expenditures (as summarized in the table below) in order to maintain and preserve the Company’s interests in the related mineral properties. If the Company is unable or unwilling to make any such payments or incur any such expenditure, it is likely that the Company would lose or forfeit its rights to acquire or hold the related mineral properties. The following table assumes that the Company retains the rights to all of its current mineral properties, but does not exercise any lease purchase or royalty buyout options:
|
|
Payments Due by Year |
|||||||||||||||||||
|
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
2028 |
|
2029 and beyond |
|
Total |
|||||||
Mineral Property Leases(1) |
|
$ |
— |
|
$ |
545,272 |
|
$ |
551,088 |
|
$ |
556,977 |
|
$ |
562,939 |
|
$ |
568,976 |
|
$ |
2,785,252 |
Mining Claim Government Fees |
|
|
206,215 |
|
|
206,215 |
|
|
206,215 |
|
|
206,215 |
|
|
206,215 |
|
|
206,215 |
|
|
1,237,290 |
Total |
|
$ |
206,215 |
|
$ |
751,487 |
|
$ |
757,303 |
|
$ |
763,192 |
|
$ |
769,154 |
|
$ |
775,191 |
|
$ |
4,022,542 |
| 1. | Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the level of work that will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). See Note 4. |
16
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 as well as the “Forward Looking Statements” legend contained elsewhere in this report. All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.
Current Business Activities
General
International Tower Hill Mines Ltd. (“ITH” or the “Company”) consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. The Company currently holds or has the right to acquire interests in a development stage project in Alaska referred to as the “Livengood Gold Project” or the “Project”. The Company has not yet begun extraction of mineralization from the deposit or reached commercial production. The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2023, has proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and a measured and indicated mineral resource, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, both as reported in the Technical Report Summary attached as Exhibit 96.1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022, filed with the SEC on October 17, 2023. A more complete description of the Livengood Gold Project, including detailed presentation of resources and reserves, is set forth in Part I, Item 2. Properties of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 8, 2024.
Recent Developments
Livengood Gold Project Pre-Feasibility Study
On January 22, 2024, the Company announced that it had completed a non-brokered private placement (the “Private Placement”) pursuant to which it issued common shares to existing major shareholders to raise gross proceeds of approximately US$2.5 million. The Private Placement consisted of 3,807,911 common shares of the Company at a price of US$0.664 per common share.
On March 8, 2024, the Company announced that the Board had approved a 2024 budget of $3.3 million and endorsed the associated 2024 work program to advance the Livengood Gold Project. The 2024 work program will advance the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting, as well as advance community engagement.
Results of Operations
Summary of Quarterly Results
Description |
|
June 30, 2024 |
|
March 31, 2024 |
|
December 31, 2023 |
|
September 30, 2023 |
||||
Net income (loss) |
|
$ |
(1,431,915) |
|
$ |
(545,308) |
|
$ |
(716,184) |
|
$ |
(710,351) |
Basic and diluted net gain (loss) per common share |
|
$ |
(0.01) |
|
$ |
(0.00) |
|
$ |
(0.01) |
|
$ |
(0.00) |
|
|
June 30, 2023 |
|
March 31, 2023 |
|
December 31, 2022 |
|
September 30, 2022 |
||||
Net income (loss) |
|
$ |
(1,467,897) |
|
$ |
(503,537) |
|
$ |
(832,181) |
|
$ |
(295,260) |
Basic and diluted net gain (loss) per common share |
|
$ |
(0.01) |
|
$ |
(0.00) |
|
$ |
(0.00) |
|
$ |
(0.00) |
17
Three Months Ended June 30, 2024 compared to Three Months Ended June 20, 2023
The Company had a net loss of $1,431,915 for the three months ended June 30, 2024, compared to a net loss of $1,467,897 for the three months ended June 30, 2023.
Excluding share-based costs of $296,510 and $260,256 for the three months ended June 30, 2024 and June 30, 2023, respectively, consulting fees were $58,538 for the three months ended June 30, 2024 compared to $58,358 for the three months ended June 30, 2023.
Professional fees were $76,637 for the three months ended June 30, 2024 compared to $86,576 for the three months ended June 30, 2023. The decrease of $9,939 was primarily due to decreased legal services of $8,591 and timing variances for accounting and tax services for an increase of $7,968, XBRL services for a decrease of $3,479, Sarbanes-Oxley Act review services for a decrease of $3,412, and audit services for a decrease of $2,425.
Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period.
Six Months Ended June 30, 2024 compared to Six Months Ended June 30, 2023
The Company had a net loss of $1,977,223 for the six months ended June 30, 2024, compared to a net loss of $1,971,434 for the six months ended June 30, 2023.
Excluding share-based costs of $57,829 and $55,574 for the six months ended June 30, 2024 and June 30, 2023, respectively, wages and benefits were $410,016 for the six months ended June 30, 2024 compared to $308,842 for the six months ended June 30, 2023. The increase of $101,174 was primarily due to prior year-end payroll accruals reversing of $82,867 and to the timing of payroll benefits of $18,307.
Excluding share-based costs of $297,373 and $261,523 for the six months ended June 30, 2024 and June 30, 2023, respectively, consulting fees were $115,238 for the six months ended June 30, 2024 compared to $114,726 for the six months ended June 30, 2023.
Mineral property expenditures were $759,055 for the six months ended June 30, 2024, compared to $787,643 for the six months ended June 30, 2023. The decrease of $28,588 was primarily due to decreased legal services of $26,198 and timing variances for environmental activities for a decrease of $6,519 and project-related expenses for an increase of $4,129.
Regulatory costs were $94,139 for the six months ended June 30, 2024 compared to $86,176 for the six months ended June 30, 2023. The increase of $7,963 was primarily due to increased EDGAR/SEDAR filing expenses of $3,472, increased Toronto Stock Exchange (“TSX”) listing fees of $2,882, and timing variances for other services for an increase of $1,609.
Excluding share-based costs of $4,131 and $3,970 for the six months ended June 30, 2024 and June 30, 2023, respectively, investor relations costs were $37,957 for the six months ended June 30, 2024 compared to $30,841 for the six months ended June 30, 2023. The increase of $7,116 was primarily due to increased utilization of investor relations services.
Professional fees were $118,896 for the six months ended June 30, 2024 compared to $127,881 for the six months ended June 30, 2023. The decrease of $8,985 was primarily due to decreased legal services of $19,678 and timing variances for accounting and tax services for an increase of $8,399, XBRL services for an increase of $1,595, Sarbanes-Oxley Act review services for an increase of $1,247 and audit services for a decrease of $548.
Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period.
18
Share-based payment charges
Share-based payment charges for the six-month periods ended June 30, 2024 and 2023 were allocated as follows:
Expense category: |
|
June 30, 2024 |
|
June 30, 2023 |
||
Consulting |
|
$ |
297,373 |
|
$ |
261,523 |
Investor relations |
|
|
4,131 |
|
|
3,970 |
Wages and benefits |
|
|
57,829 |
|
|
55,574 |
Total |
|
$ |
359,333 |
|
$ |
321,067 |
Share-based payment charges were $359,333 during the six months ended June 30, 2024 compared to $321,067 during the six months ended June 30, 2023. The increase of $38,266 was mainly the result of the DSUs issued on May 29, 2024 being expensed at $293,242 compared to the DSUs issued on May 23, 2023 being expensed at $257,553 for an increase of $35,689 and stock options for common shares of the Company issued to its employees and consultants vesting during the six months ended June 30, 2024 for an increase of $2,577.
Other items amounted to total other income of $121,809 during the six-month period ended June 30, 2024, compared to total other income of $5,685 during the six-month period ended June 30, 2023. As a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances, the Company had a foreign exchange gain of $64,435 during the six-month period ended June 30, 2024, compared to a loss of $60,616 during the six-month period ended June 30, 2023. The average exchange rate during the six-month period ended June 30, 2024 was C$1 to $0.7361, compared to C$1 to $0.7421 during the six-month period ended June 30, 2023. Interest income was $57,374 for the six-month period ended June 30, 2024, compared to $55,821 for the six-month period ended June 30, 2023. The increase of $1,553 was primarily due to short-term investment certificates being re-invested upon maturity at a higher interest rate. Other income was $Nil for the six-month period ended June 30, 2024, compared to $10,480 for the six-month period ended June 30, 2023.
Liquidity and Capital Resources
The Company has no revenue generating operations from which it can internally generate funds. To date, the Company has predominantly financed its ongoing operations through the sale of its equity securities by way of public offerings and private placements and the subsequent exercise of share purchase and broker warrants and options issued in connection with such private placements.
As at June 30, 2024, the Company had cash and cash equivalents of $2,269,940 compared to $1,687,690 at December 31, 2023. The increase of approximately $0.6 million resulted mainly from net financing activities of $2.3 million and a positive foreign exchange impact of $0.1 million partially offset by operating activities of $1.8 million.
Financing activities during the six-month period ended June 30, 2024 included the Private Placement, pursuant to which the Company issued 3,807,911 common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million.
The Company had no cash flows from financing activities during the six-month period ended June 30, 2023.
The Company had no cash flows from investing activities during the six-month periods ended June 30, 2024 and June 30, 2023.
As at June 30, 2024, the Company had working capital of $2,373,525 compared to working capital of $1,757,465 at December 31, 2023. The Company expects that it will operate at a loss for the foreseeable future, but believes the current cash and cash equivalents will be sufficient to cover the anticipated 2024 work plan at the Livengood Gold Project and satisfy its currently anticipated general and administrative costs through at least the next 12 months.
19
The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project, and there is no assurance that the Company will be able to obtain the additional financing required on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts. The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.
Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. See “Risk Factors – We will require additional financing to fund exploration and, if warranted, development and production. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern” included in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Other than cash held by its subsidiaries for their immediate operating needs in the United States, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank. The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of current market conditions.
Our anticipated expenditures for the year ending December 31, 2024 are approximately $3.3 million, which are expected to be funded from cash on hand. These expenditures include $0.7 million for mineral property leases and mining claim government fees and $2.6 million for general corporate and administrative purposes. Expenditures for mineral property leases and mining claims government fees are anticipated to be approximately $0.8 million in 2025 and $0.8 million in 2026. See Note 8 to the Company’s condensed consolidated interim financial statements included elsewhere in this report for further information regarding the Company’s known contractual obligations.
Critical Accounting Estimates
For a discussion of the accounting judgments and estimates that the Company’s management has identified as critical in the preparation of the Company’s financial statements, please see “Critical Accounting Estimates” under Part II. Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes in the Company’s critical accounting estimates during the six months ended June 30, 2024.
Environmental Regulations
The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.
Certain U.S. Federal Income Tax Considerations for U.S. Holders
The Company believes that it has been a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in recent years and expects to continue to be a PFIC in the future. Current and prospective U.S. shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, under Part II. Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Certain U.S. Federal Income Tax Considerations for U.S. Holders.”
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
20
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of June 30, 2024, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of June 30, 2024, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports filed or submitted to the Securities and Exchange Commission under the Exchange Act: (i) is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows for timely decisions regarding required disclosures.
The effectiveness of our or any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be met and is subject to certain limitations, including the exercise of judgement in designing, implementing and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
21
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Risk Factors.”
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the six-month period ended June 30, 2024, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.
ITEM 5. OTHER INFORMATION
During the six months ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
22
ITEM 6. EXHIBITS
Exhibit Number |
|
Description |
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32.1+ |
|
|
|
|
|
32.2+ |
|
|
|
|
|
101* |
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Interim Balance Sheets at June 30, 2024 and December 31, 2023, (ii) the Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the Three and Six Months ended June 30, 2024 and 2023, (iii) the Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023, (iv) the Condensed Consolidated Interim Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023, and (v) the Notes to the Condensed Consolidated Interim Financial Statements. |
|
|
|
104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
+ Furnished herewith.
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
International Tower Hill Mines Ltd.
By: |
/s/ Karl L. Hanneman |
|
|
Karl L. Hanneman |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
| ||
Date: August 9, 2024 | ||
By: |
/s/ David Cross |
|
|
David Cross |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
|
| ||
Date: August 9, 2024 | ||
24
EXHIBIT 31.1
CERTIFICATION
I, Karl L. Hanneman, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its condensed consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 9, 2024 |
By: |
/s/ Karl L. Hanneman |
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|
Karl L. Hanneman |
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|
Chief Executive Officer |
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(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
I, David Cross, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its condensed consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 9, 2024 |
By: |
/s/ David Cross |
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|
David Cross |
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|
Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd. (the “Company”), for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Karl L. Hanneman, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
Date: August 9, 2024 |
By: |
/s/ Karl L. Hanneman |
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|
Karl L. Hanneman |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd. (the “Company”), for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Cross, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
Date: August 9, 2024 |
By: |
/s/ David Cross |
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|
David Cross |
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|
Chief Financial Officer |
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|
(Principal Financial and Accounting Officer) |