Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 24, 2022, International Tower Hill Mines Ltd. (the "Company") held its 2022 Annual General Meeting of Shareholders. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal is set forth in the Company's proxy statement filed with the Securities and Exchange Commission on April 12, 2022.

Proposal One- Election of Directors.

The shareholders elected all seven nominees named in the proxy statement. The voting results were as follows:





       Nominee            Votes Cast For       Votes Withheld      Broker Non-Votes
Anton Drescher               120,784,904            18,009,216                 0
Karl Hanneman                138,466,542               327,577                 1
Stuart Harshaw               135,604,942             3,189,178                 0
Marcelo Kim                  136,095,437             2,698,683                 0
Stephen Lang                 135,640,108             3,154,012                 0
Christopher Papagianis       138,436,185               357,935                 0
Thomas Weng                  138,482,671               311,449                 0

As all directors received greater than 50% of the votes cast, no director is required to submit his resignation pursuant to the Company's "Majority Voting in Director Elections" Policy.

Proposal Two - Ratification of the Appointment and Compensation of the Company's Auditors.

The shareholders ratified the appointment of Davidson & Company LLP as auditors/independent registered public accountants for the Company for the fiscal year ending December 31, 2022. In accordance with the Articles of the Company, the directors were also authorized to fix the auditors' remuneration. The voting results were as follows:

Votes Cast For Votes Withheld


 138,642,891        151,229

Proposal Three - Advisory Vote on the Compensation of the Company's Named Executive Officers.

The shareholders approved the compensation of the Company's named executive officers. The voting results were as follows:

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes


 123,773,702         15,020,418            0               0

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