UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K


Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):  

July 29, 2016

Commission file number: 000-28837


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NEW JERSEY MINING COMPANY

(Exact Name of Registrant as Specified in its Charter)


 

 

Idaho

82-0490295

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)



 

 

201 N. Third Street, Coeur d’Alene, ID

83814

(Address of principal executive offices)   

(zip code)


Registrant's telephone number, including area code: (208) 503-0153



N/A

(Former Name or Former Address if Changed Since Last Report)


Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)


[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)


[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Material Definitive Agreement.

On July 29, 2016, New Jersey Mining Company (the “Company”) closed a private offering of Forward Gold Purchase Agreements (the “Agreements”) through GVC Capital LLC, its placement agent, resulting in proceeds to the Company totaling $772,806 after commissions and offering expenses.  Pursuant to the Agreements, investors purchased a total of 904 ounces of .999 gold at a price of $935 per ounce to be delivered starting December 1, 2016 and quarterly thereafter, over a period of two years as gold is produced from the Golden Chest Mine and the New Jersey Mill.  The total purchase price of the gold was $845,240.

The Agreements are secured by certain sections of the Golden Chest Mine and provide for a penalty upon default equal to 20% interest per annum on the remaining balance of distributable gold, to be calculated over such period of default.  Investors may accept the value of the quarterly gold payment in cash at their option.

A form of the Agreement is attached hereto as Exhibit 10.1 to this current report and is incorporated herein by reference.  The foregoing description of the Agreement is a summary of the material terms thereof and is qualified in its entirety by reference to said exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures contained in Item 1.01 above are incorporated into this item by reference.

Item 7.01 Regulation FD Disclosure.

On August 2, 2016, the Company issued a press release entitled “New Jersey Mining Company Announces Plans to Resume Production at the Golden Chest Mine.”  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Current Report on Form 8-K (including the exhibits) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.

Item 9.01. Financial Statements and Exhibits

d) Exhibits

10.1

99.1

 

Form of Forward Gold Purchase Agreements.

Press Release, dated August 2, 2016, entitled “New Jersey Mining Company Announces Plans to Resume Production at the Golden Chest Mine.” *

*The foregoing exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.




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.  



NEW JERSEY MINING COMPANY


By:    /s/ Delbert Steiner


Delbert Steiner,

Its: Chief Executive Officer

Date: August 2, 2016




Exhibit 10.1


FORWARD GOLD PURCHASE AGREEMENT


The undersigned (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase from GOLDEN CHEST LLC (the “Seller”), a subsidiary of New Jersey Mining Company (the “Issuer” ),            ounces of forward gold production of the Seller as represented below at a price of $935 per ounce of gold for an Aggregate Purchase Price of $                             (the “Aggregate Purchase Price” ). The Purchaser agrees to be bound by the agreements set forth in this Forward Gold Purchase Agreement, the Subscription Agreement, Schedule A “Security of the Forward Gold Purchase Agreement,” and Schedule B “Accredited Investor Questionnaire”, which documents, along with the Private Placement Memorandum (“PPM”), are attached hereto and form part of this Forward Gold Purchase Agreement.   The Seller shall deliver             ounces of .999 gold on a quarterly basis over eight quarters with the first payment beginning December 1, 2016, for a total of ______ounces of .999 gold, in the following quarterly amounts:


(i)

______ ounces of .999 gold on or before December 1, 2016;

(ii)

______ ounces of .999 gold on or before March 1, 2017;

(iii)

______ ounces of .999 gold on or before June 1, 2017;

(iv)

______ ounces of .999 gold on or before September 1, 2017;

(v)

______ ounces of .999 gold on or before December 1, 2017;

(vi)

______ ounces of .999 gold on or before March 1, 2018;

(vii)

______ ounces of .999 gold on or before June 1, 2018; and

(viii)

______ ounces of .999 gold on or before September 1, 2018.

PURCHASER

DELIVER THE GOLD TO:


                                                                      

                                                                      

Signature of Purchaser

Attention – Full Name


                                                                      

                                                                      

Name of Purchaser (Printed)

Street Address


                                                                      

                                                                      

Purchaser’s Street Address

City, State and Postal Code


                                                                      

                                                                      

City, State and Postal Code

Telephone Number


PENALTY UPON DEFAULT AND CONVERTIBILITY


Failure of the Seller to meet minimum monthly gold distribution schedules will result in a penalty premium to be paid to the Purchaser equal to 20% interest per annum on the remaining balance of distributable gold, to be calculated over such quarterly period. For any particular quarterly period and upon 90-days notice to the Seller, Purchaser may convert the amount due for the quarter into cash equal to the value of the gold, which shall be calculated by using the average of the London PM fix prices during such quarter.


The Seller hereby accepts the subscription as set forth above on the terms and conditions contained in this Forward Gold Purchase Agreement (including the PPM, Subscription Agreement and Accredited Investor Questionnaire attached hereto) as of this ___ day of                    , 2016.


GOLDEN CHEST LLC

NEW JERSEY MINING COMPANY

a subsidiary of New Jersey Mining Company

Issuer and Parent Company


Per:                                                                

Per:                                                              

Grant Brackebusch, Manager

        Del Steiner, CEO

Address:  201 N. 3rd Street

        201 N. 3rd Street

Coeur d’Alene, Idaho 83814

        Coeur d’Alene, Idaho 83814

Email: gbrack@newjerseymining.com

        Email: gbrack@newjerseymining.com



1


Exhibit 99.1


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New Jersey Mining Company Announces Plans to Resume Production at the Golden Chest Mine


COEUR D'ALENE, Idaho, August 2, 2016 (GLOBE NEWSWIRE) -- New Jersey Mining Company (OTCQB:NJMC) ( “ NJMC ” or the “ Company ” ) announced today that it has closed a private financing and will use the funds to resume underground production at its Golden Chest Mine project near Murray, Idaho. 


NJMC President John Swallow stated, “ With our financing complete, we can now advance toward resuming operations at the Golden Chest Mine. After an anticipated six-month rolling start, we expect gold production of approximately 15,000 to 20,000 ounces over the following two years. With consolidated ownership, quality infrastructure, and the New Jersey Mill in-place, we believe we are exceptionally well-positioned to take advantage of rising gold prices. ”


Mr. Swallow continued, “ With a productive mine in a great location, and without the financial burdens of high initial CAPEX and/or greenfield exploration costs, we have an excellent head start in evaluating expansion at Golden Chest as well as other opportunities around the region. ”


NJMC closed a private placement through GVC Capital LLC, whereby accredited investors have forward purchased 904 ounces of .999 gold at $935 per ounce, to be delivered or converted to cash at the investor ’ s option starting December 1, 2016 and quarterly thereafter, over two years as gold is produced from the Golden Chest Mine and New Jersey Mill. In combination with the previously announced subscription by Company management (through Ophir Holdings LLC) for 500 ounces of gold on the same terms, NJMC has sold forward 1,404 ounces of gold at its anticipated per ounce cost of production for total proceeds of $1,312,740.


The mine plan has a 3,000-tonne per month production target with all material to be processed at the Company ’ s nearby New Jersey Mill. The mine plan is focused on the main Skookum Shoot orebody which remains open down-dip with substantial exploration potential in other areas including up-dip and on-strike extensions.


Company management believes the Golden Chest property has district-scale production potential for the longer term, not only near the recently constructed mine, but in areas of past exploration and historic production. A compilation study recently integrated all available modern exploration data from the property and across the Murray area. This includes work by Cominco, Newmont, NJMC, Golden Chest LLC, and recent mine lessee Juniper Resources LLC.




New Jersey Mining Company      Ÿ     201 N. 3 rd Street      Ÿ     Coeur d ’ Alene, Idaho 83814

NJMC recently announced that it is set to begin small-scale open-pit mining operations at the Golden Chest from a starter pit containing an estimated 13,000 tonnes of mineralized material with excellent potential for expansion. Open-pit mining this summer and fall is expected to generate cash flow while the underground mine workings are dewatered. See the NJMC news release dated June 21, 2016 for more details.


For more information on NJMC ’ s Golden Chest Mine project, visit the Company website at www.newjerseymining.com .


About GVC Capital LLC


GVC Capital LLC is an innovative investment-banking firm headquartered in the Denver suburb of Greenwood Village, Colorado. It focuses primarily on providing comprehensive investment banking services to underexposed and undervalued microcap companies.  GVC Capital is committed to a simple operating philosophy: provide exceptional emerging companies with the financial and professional resources necessary to achieve long-term goals, fulfill outstanding potential, and maximize shareholder value.


Member: FINRA/SIPC


About New Jersey Mining Company


New Jersey Mining Company is headquartered in north Idaho, where it is deploying its mining and milling expertise to build a portfolio of advanced-stage assets with near-term cash flow potential and leverage to higher gold prices.  


NJMC built and is majority owner and operator of a 360-tonne per day flotation mill and cyanide leach plant. The Company is also 100-percent owner of the Golden Chest Mine project, an historic lode gold producer that was recently expanded, modernized, and operated by a world-class lessee. NJMC also holds a 50-percent interest in the Butte Highlands Gold Project.


Ownership interests in a mill and two mines set NJMC apart from other junior resource companies. These assets were developed with more than $50-million of investment dollars from New Jersey and other companies. Management owns more than 15-percent of NJMC stock and has participated in prior financings and made purchases in the open market.


The Company ’ s common stock trades on the OTC-QB Market under the symbol “ NJMC. ”


For more information on New Jersey Mining Company, please contact:


Del Steiner, Chairman & CEO

Email:  dsteiner@newjerseymining.com




New Jersey Mining Company      Ÿ     201 N. 3 rd Street      Ÿ     Coeur d ’ Alene, Idaho 83814

Forward Looking Statements


This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are intended to be covered by the safe harbor created by such sections. The words “ anticipate or anticipated, ” “ estimate or estimated, ” “ project or projected, ” “ intend, ” “ expect or expected, ” “ believe, ” and similar expressions are intended to identify forward-looking statements.  Such statements are based on good faith assumptions that New Jersey Mining Company believes are reasonable but which are subject to a wide range of uncertainties and business risks that could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements.


Such factors include, among others, the risk that anticipated production levels are not attained, the risk that the mine plan changes due to rising costs or other operational details, the risk that complications arise during the dewatering of the underground workings, the risk that the Company is unable to obtain sufficient funds necessary to resume underground mining at the Golden Chest, the risk that gold recovery percentages are lower than expected, the risk that the gravity gold circuit is not operational or does not improve gold recovery, the risk that oxidization levels remain the same or increase as the pit deepens, the risk that different portions of the mineral deposit respond differently to processing, the risk that Juniper ’ s internal engineering studies are incorrect, the risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions), changes in the market prices of gold and silver and a sustained lower price environment, as well as other uncertainties and risk factors. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. NJMC disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise.




New Jersey Mining Company      Ÿ     201 N. 3 rd Street      Ÿ     Coeur d ’ Alene, Idaho 83814