International Tower Hill Mines Ltd (C:ITH)
Shares Issued 67,222,734
Last Close 8/10/2010 $6.23
Thursday August 12 2010 - News Release
Mr. Jeffrey Pontius reports
INTERNATIONAL TOWER HILL RECEIVES SHARE OWNERSHIP TOP-UP NOTICE FROM ANGLOGOLD ASHANTI FOR 415,041 SHARES
AngloGold Ashanti (U.S.A.) Exploration Inc., a subsidiary of AngloGold Ashanti Limited, has exercised its right to maintain its 13.2907-per-cent- equity interest in International Tower Hill Mines Ltd. AngloGold's equity interest had been diluted by virtue of the Company's issuance of shares since October 31, 2009 (other than in connection with financings), principally due to the exercise of incentive stock options and broker options.
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 415,041 common shares at a price of CAD 5.26 per share (reflecting the 5 day volume-weighted average price of the Company's common shares on the TSX preceding August 12, 2010 of CAD 6.18 less the maximum allowable discount (15%), as required by the provisions of the "top-up" right) for gross proceeds of CAD 2,183,115.66. 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 4 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 "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 or 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 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, may not be offered or sold in the United States absent registration under the 1933 Act and any applicable state securities laws or pursuant to an exemption therefrom and are being issued to AngloGold pursuant to exemptions from such registration requirements.
