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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

INTERNATIONAL TOWER HILL MINES LTD.

(Exact name of Registrant as specified in its charter)

 

 

 

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

On March 16, 2007, International Tower Hill Mines Ltd. (the “Company”) filed a registration statement on Form S-8 (the “Initial S-8”) with the Securities and Exchange Commission (the “SEC”). The Initial S-8 registered the Company’s common shares, no par value (“Common Shares”), to be issued pursuant to the exercise of stock options (“Options”) or rights granted or to be granted under the Company’s 2006 Incentive Stock Option Plan (the “Plan”). Pursuant to Section 5.1 of the Plan, the maximum number of Common Shares issuable upon the exercise of Options granted under the Plan shall be a maximum of ten percent (10%) of the number of Common Shares issued and outstanding from time to time. On March 12, 2007, 30,511,824 Common Shares were issued and outstanding and, accordingly, the Company registered 3,051,182 Common Shares under the Initial S-8.

 

As of April 1, 2009, 48,529,588 Common Shares were issued and outstanding and 4,852,959 Common Shares may now be issued pursuant to the exercise of Options granted under the Plan. Of these 4,852,959 Common Shares, the Company registered 3,051,182 under the Initial S-8. Accordingly, the Company is filing this registration statement on Form S-8 to register the additional 1,801,777 Common Shares issuable pursuant to the exercise of Options granted under the Plan.

 

The contents of the Initial S-8 (File No. 333-141353), as filed with the SEC on March 16, 2007, are incorporated herein by reference.

 

EXHIBITS

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on this 10th day of April, 2009.

 

 

 

/s/ Jeffery A. Pontius 

(Principal Executive Officer)

 

 

(Principal Financial and Accounting Officer)

 

 

 

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jeffrey A. Pontius and Michael Kinley his attorney-in-fact, with the power of substitution, for them in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.