SCHEDULE 13D/A: Paulson & Co. Boosts Stake in International Tower Hill Mines

Sentiment:

Shareholder Ownership Update


Paulson & Co. Inc. increased its beneficial ownership in International Tower Hill Mines Ltd. to 34% through a $40 million private placement.

Delay expectedThe issuance of 1,501,982 Additional Shares from the Upsize Subscription Agreement is subject to customary closing conditions, including applicable stock exchange approvals, which are outside the control of the Reporting Person.
Capital raiseThe filing details Paulson & Co. Inc.'s participation in a Concurrent Private Placement, where it purchased 18,018,018 Common Shares for approximately $40 million, as part of the Issuer's broader public offering.An additional Upsize Subscription Agreement was entered into for 1,501,982 Common Shares, providing an extra $3.3 million to the Issuer.

Summary

  • Paulson & Co. Inc. (the "Reporting Person") filed Amendment No. 5 to its Schedule 13D, reporting an increased stake in International Tower Hill Mines Ltd.
  • The Reporting Person now beneficially owns 88,257,406 Common Shares, representing approximately 34% of the Issuer's outstanding Common Stock.
  • This percentage is calculated based on 259,575,491 shares outstanding after the Issuer's Public Offering and Concurrent Private Placement.
  • On January 27, 2026, Paulson acquired 18,018,018 Common Shares at $2.22 per share in a private placement, totaling approximately $40,000,000.
  • This acquisition was part of Paulson's exercise of its pro rata participation right under an existing Investor Rights Agreement.
  • Paulson also entered into an Upsize Subscription Agreement on January 27, 2026, to purchase an additional 1,501,982 Common Shares for $3.3 million, contingent on customary closing conditions including stock exchange approvals.

Sentiment

Score: 7

Explanation: The filing indicates a strong vote of confidence from a major institutional investor, Paulson & Co. Inc., by increasing its stake and participating in a capital raise. This provides capital to the issuer and maintains Paulson's significant influence. The only minor negative is the pending approval for the additional shares, which is a standard condition.

Positives

  • Paulson & Co. Inc., a significant institutional investor, has increased its stake, signaling continued confidence in International Tower Hill Mines Ltd.
  • The additional investment of approximately $40 million provides capital to the Issuer.
  • Paulson exercised its pro rata participation rights, maintaining its significant ownership percentage.

Risks

  • The issuance of the additional 1,501,982 Common Shares under the Upsize Subscription Agreement is subject to customary closing conditions, including applicable stock exchange approvals, which are outside the control of the Reporting Person.

Future Outlook

The issuance of an additional 1,501,982 Common Shares to Paulson & Co. Inc. is pending customary closing conditions, including applicable stock exchange approvals.

Management Comments

  • Paulson & Co. Inc. disclaims beneficial ownership of all securities reported in this Schedule 13D, except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, as the pecuniary interest is owned by the Funds it manages.

Industry Context

This filing indicates a significant institutional investor's continued commitment to a mining company, which can be viewed positively in the resource sector, often characterized by capital-intensive projects and the need for stable long-term funding.

Related Party Transactions

  • The Subscription Agreement and Upsize Subscription Agreement between Paulson & Co. Inc. (a significant shareholder) and International Tower Hill Mines Ltd. for the purchase of shares can be considered related party transactions due to Paulson's substantial beneficial ownership and existing Investor Rights Agreement.

Stakeholder Impact

  • Shareholders: Existing shareholders may view Paulson's increased stake as a positive signal of confidence in the company's future. The capital raise itself could dilute existing shareholders if they did not participate, but Paulson's participation helps maintain its pro-rata share.
  • Company (Issuer): Benefits from the additional capital infusion of approximately $43.3 million (including the upsize), which can be used for operations or strategic initiatives.

Next Steps

  • Closing of the Upsize Subscription Agreement, contingent on customary closing conditions, including applicable stock exchange approvals, for the issuance of 1,501,982 Additional Shares.

Key Dates

DateDescription
2016-12-28Date of the original Investor Rights Agreement (IRA) between Paulson & Co. Inc. and International Tower Hill Mines Ltd.
2016-12-30Original Schedule 13D filing date by Paulson & Co. Inc.
2018-03-16Amendment No. 1 to Schedule 13D filed.
2020-09-04Amendment No. 2 to Schedule 13D filed.
2024-01-22Amendment No. 3 to Schedule 13D filed.
2025-03-05Amendment No. 4 to Schedule 13D filed.
2026-01-21Issuer entered into a Subscription Agreement with Paulson & Co. Inc. for the Concurrent Private Placement.
2026-01-26Issuer's Prospectus Supplement filed with the SEC, reporting 259,575,491 shares outstanding after Public Offering and Concurrent Private Placement.
2026-01-27Date of event requiring filing of this statement; Paulson & Co. Inc. acquired 18,018,018 shares in a private placement and entered into an Upsize Subscription Agreement for an additional 1,501,982 shares.

Recommendation

hold

Paulson & Co. Inc.'s increased stake and participation in the capital raise demonstrate continued confidence in International Tower Hill Mines Ltd., providing a positive signal. However, this filing primarily details an ownership change and capital infusion rather than new operational results or strategic shifts that would warrant a 'buy' or 'sell' recommendation. The stock's performance will depend on the company's underlying business execution and future prospects, which are not detailed here. Therefore, a 'hold' recommendation is appropriate, acknowledging the positive investor sentiment while awaiting further operational updates.

Keywords

International Tower Hill Mines, Paulson & Co., Schedule 13D, Equity Offering, Private Placement, Shareholder Stake, Investment, Mining, Common Shares

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