NEW JERSEY MINING CO (Form: 8-K, Received: 03/07/2018 16:40:59)

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):

March 2, 2018

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) 625-9001

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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b – 2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement.

On March 2, 2016, New Jersey Mining Company (the “ Company”) entered into an agreement with J-J Farms LLC and Achievement Holdings LLC (collectively, the “Four Square”) to purchase Four Square’s interest in patented and unpatented mining claims located near the small town of Murray, Idaho (the “Agreement”). Four Square owns 334 acres of patented mining claims and holds a leasehold interest in 348 acres of unpatented mining claims. Pursuant to the Agreement, the Company will acquire the Four Square’s interest after making $800,000 in payments to Four Square as follows:

$200,000 in the Company’s Common Stock valued at $0.15 per share (1,333,333 shares total) paid at closing and $100,000 cash payable on or before September 30, 2018;

$200,000 in the Company’s Common Stock valued at $0.15 per share (1,333,333 shares total) and $100,000 cash, payable on or before September 30, 2019;

$200,000 payable in the Company’s Common Stock valued at $0.15 per share or cash, with half payable at Four Square’s discretion and half payable at the Company’s discretion, on or before September 30, 2020.

Four Square will retain a 2-percent Net Smelter Returns (NSR) royalty, half of which can be repurchased by the Company for $1-million.

If the above payments are not made, Four Square agrees to terminate the Agreement and the Company agrees to vacate and return the property.

Contemporaneous with the signing of the Agreement, the Company issued and delivered 1,333,334 restricted common shares, in reliance on Section 4(a)(2) of the Securities Act, to Four Square in satisfaction of the first payment obligation under the Agreement.

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 3.02 Unregistered Sales of Equity Securities.

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

Item 7.01 Regulation FD Disclosure.

On March 6, 2018, the Company issued a press release entitled “New Jersey Mining Company Adds Historic Gold/Tungsten Mine Property to its Murray Gold Belt Portfolio.” 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 Agreement to Purchase the “Four Square Property Group” of Patented and Un-Patented Mining Claims, dated March 2, 2018.

Press Release, dated March 6, 2016, entitled “New Jersey Mining Company Adds Historic Gold/Tungsten Mine Property to its Murray Gold Belt Portfolio.” *

*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/ John Swallow

John Swallow,

Its: President and CEO

Date: March 7, 2018

Exhibit 10.1

Agreement to Purchase the “Four Square Property Group”

of Patented and Un-Patented Mining Claims

This Agreement is hereby entered into between New Jersey Mining Company (“New Jersey”), J-J Farms LLC, and Achievement Holdings LLC (J-J Farms LLC and Achievement Holdings LLC are collectively referred to herein as “Four Square”), whereby New Jersey shall purchase and Four Square shall sell its interest in the Four Square Property Group of patented and un-patented claims and any related interests and rights, data, reports and information related to the properties under the following terms:

Purchase Price . The total Purchase Price will be $800,000 and a 2% NSR for the life of the property. The Purchase Price is to be paid under the following terms:

$200,000 down - payable in 1,333,333 shares ($.15/share) of restricted New Jersey Common Stock payable at closing;

$100,000 cash - payable on or before September 30, 2018;

$200,000 payable in 1,333,333 shares ($.15/share) of restricted New Jersey Common Stock due payable on or before September 30, 2019;

$100,000 cash - payable on or before September 30, 2019; and

$200,000 payable in either cash or in restricted New Jersey Common Stock (valued at $.15/share), with half payable at Four Square’s discretion and the other half payable at New Jersey’s discretion. This payment would become due on or before September 30, 2020.

Net Smelter Royalty Agreement consisting of a 2% NSR, with the right for New Jersey to purchase 1% NSR for $1,000,000. Payments to be made quarterly based upon smelter receipt reports.

Any obligations and/or prior agreements would be the responsibility of Four Square to satisfy. Excluding the Hern/FSG Mines LLC Lease assignment dated May 20, 2016. New Jersey would take the place of Achievement Holdings LLC as Lessee.

Four Square reserves the right to sell or assign this Agreement during the term of this Agreement. New Jersey will have the first right on the sale of this Agreement.

New Jersey will provide a certificate of insurance to J-J Farms for liability coverage for the term of this Agreement.

Transfer of Claims . The parties agree that New Jersey shall hereby enjoy all the benefits, rights, privileges and obligations afforded to Achievement Holdings LLC, as Lessee, under that certain Mining Lease Agreement between Achievement Holdings LLC and FSG Mines LLC and John Anthony Hern III dated May 20, 2016 (the “Lease”), subject to any default or non-payment under the terms this Agreement. The parties further agree that New Jersey shall hereby enjoy all the benefits, rights, privileges and obligations afforded to J-J Farms LLC, as owner of the patented mining claims set forth below, subject to any default or non-payment under the terms of this Agreement. Following the satisfaction of the payments set forth in Sections 1a, 1b, 1c, 1d, 1e, Achievement Holdings LLC shall assign its interest in the Lease to New Jersey, and J-J Farms LLC shall transfer to New Jersey its interest in the Four Square Property Group of lode (“Lode”) deposit patented claims Achievement MS #777, Crown Point MS# 39, and Flagstaff

MS# 1203. Also, Four Square will grant an easement for ingress and egress to the Four Square Portal and Achievement Lode.

Default . If New Jersey fails to perform any of the payment obligations outline in 1a, 1b, 1c, 1d, or 1e within 30 days of due dates, Four Square will immediately terminate this agreement and New Jersey will immediately vacate the property and return the property, or any part of the property, in a state of compliance with applicable laws, regulations and ordinances of any governmental agency or authority having jurisdiction of the property.

First Right of Refusal. Four Square hereby grants New Jersey first right of refusal to purchase Parcel No. 1 RP49N04E013600A 5.509 Acre, Parcel No. 2 RP49N0E021200A 7.58 Acre and Big Bend MS#1850 Placer. New Jersey shall have the right to purchase under the following terms.

1) Four Square agrees to negotiate the value of the property at the time in which New Jersey chooses to exercise the purchase, or New Jersey shall have the right to match the price and terms if a third party makes an offer. This First Right of Refusal shall expire at the end of 2020.

2) New Jersey shall grant a first right of refusal to Four Square to Placer Mine any of their Placer Holdings if deemed feasible by both parties.

New Jersey shall be responsible for all costs during the term of this Agreement, including by not limited to, permits, operational costs, property improvements, establishing easements, or surveying.

Acknowledgement of Payment . The parties acknowledge the payment made by New Jersey of 1,333,333 shares of restricted New Jersey Common Stock as follows:

John Hess hereby acknowledges receipt of 680,000 shares of restricted New Jersey Common Stock in the name of J-J Farms LLC; and

Greg Nickel hereby acknowledges receipt of 653,334 shares of restricted New Jersey Common Stock in the name of Achievement Holdings LLC.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 2 ^nd day of March 2018.

/s/ John Swallow

/s/ John Hess

New Jersey Mining Company

J-J Farms LLC

John Swallow , CEO/President

John Hess, Manager

/s/ Greg Nickel

Achievement Holdings LLC

Greg Nickel, Member

Exhibit 99.1

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New Jersey Mining Company Adds Historic Gold/Tungsten Mine Property to its Murray Gold Belt Portfolio

COEUR D'ALENE, Idaho, March 6, 2018 (GLOBE NEWSWIRE) -- New Jersey Mining Company (OTCQB:NJMC) (“NJMC” or the “Company”) announced today that it has added to its land holdings in North Idaho’s Murray Gold Belt (MGB) with the lease of the Four Square Property.

The Four Square Property is comprised of 334 acres of mining claims, including 46 acres of patented mining claims, located near the small town of Murray, just three miles west of the Company’s Golden Chest Mine. NJMC has also acquired, by staking, 348 additional acres of unpatented mining claims south of the leased area, adjacent to the patented claims.

The Four Square Property has two primary features:

the Crown Point Vein zone, which exhibits 40 to 100-foot widths along at least 3,000 feet of strike in surface outcrop (Shenon 1938) and will be evaluated and diamond drilled to test its potential to host an underground bulk-mineable deposit;

the Four Square Mine, an historical producer of gold and tungsten from one of several parallel shoots, analogous in many ways to the Company’s Golden Chest property.

NJMC CEO and President John Swallow stated, “The Four Square Property further expands our land position in the Murray Gold Belt, a largely overlooked camp that, we believe, offers excellent potential for large-scale gold production. Our strategy within the MGB is to acquire quartz-gold vein occurrences along favorable structures, on or adjacent to private land. The Four Square lease, like our recent Buckskin acquisition exemplifies our strategy in action. This opportunity was made possible by our success as a local gold producer and our shareholder-focused corporate culture. We are pleased to welcome the Four Square folks as New Jersey shareholders.”

The Company’s primary focus at the Four Square Property is the Crown Point Vein, which occurs along a large north-south oriented shear zone and is nearly vertical in dip. Outcrop exposures show that the veins occur as a series of anastomosing quartz veins and quartz vein stock-work with incorporated lenses of country rock. The adjacent claims staked by NJMC are on strike with the southern extension of the Crown Point Vein.

In 1936, a tunnel was constructed to intercept the Crown Point Vein at shallow depths beneath overburden. An underground diamond drill hole from within this tunnel intercepted 80 feet (24.4 meters) of vein material with 54 feet (16.5 meters) assayed, averaging 0.08 ounces per ton (oz/t) (2.5 grams per tonne (gpt)) gold. Last fall, ten surface rock chip samples taken by NJMC all returned anomalous gold values, with four of the samples returning more than 1 gpt gold. One dump sample assayed 16 gpt gold.

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

A core drill program is planned for later this year. The program will include a series of angled holes intended to cross the near-vertically dipping Crown Point Vein at various distances and depths, allowing the Company begin evaluating its potential to host an underground bulk-mineable deposit.

NJMC Vice-President Grant Brackebusch commented, “From a mining and milling perspective, this project is an optimal fit for us as we seek to expand our operations in the Murray Gold Belt. The Crown Point Vein provides a unique opportunity with a relatively straightforward exploration plan. If the results are proven to be in-line with historic expectations, we believe significant mineable tonnage could be defined.”

The Four Square Mine and Mill produced gold and tungsten concentrates throughout the 1930s. The historic mine plan was to drift down from the mill site to the Crown Point Vein, which was to be intercepted more than 3,000 feet to the east, about 1,250 feet below ground surface. The drift was expected to cross five to seven quartz veins before reaching its target. The first three of the expected veins were successfully intercepted, with gold and tungsten ore produced from the No. 2 (“Achievement”) Vein on three levels and processed at an on-site 100-ton per day mill. The drift was never extended to the Crown Point Vein.

NJMC VP of Exploration, Rob Morgan commented, “We are firm believers in the old adage that the best place to look for a new mine is near the headframe of an old one. The Four Square property has a history of production and bears some similarities to our nearby Golden Chest property, including Prichard formation host rocks and the production of both gold and tungsten ores from quartz veins. This acquisition, combined with our Toboggan, Buckskin, and Golden Chest properties, gives NJMC an impressive land package in the Murray Gold Belt.”

NJMC now holds more than 5,200 acres along the Murray Gold Belt. Gold was first discovered in the Coeur d’Alene District within the Murray Gold Belt in 1879, but by 1888 mining declined as the center of activity shifted to the Silver Valley following the discovery of the Bunker Hill, Sunshine, Lucky Friday, and other iconic regional mines. The rebirth of the long-forgotten Murray Gold Belt has been led by NJMC and its redevelopment of the Golden Chest Mine.

NJMC will acquire the Four Square Lease for $800,000 payable to the lessors as follows:

$200,000 in restricted NJMC Common Stock valued at $0.15 per share (1,333,333 shares total) paid at closing and $100,000 cash payable on or before September 30, 2018;

$200,000 in restricted NJMC Common Stock valued at $0.15 per share (1,333,333 shares total) and $100,000 cash, payable on or before September 30, 2019;

$200,000 payable in restricted NJMC Common Stock valued at $0.15 per share or cash, with half payable at the lessors’ discretion and half payable at NJMC’s discretion, on or before September 30, 2020.

The lessors will retain a 2-percent Net Smelter Returns (NSR) royalty, half of which can be repurchased by NJMC for $1-million.

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

About New Jersey Mining Company

New Jersey Mining Company is headquartered in North Idaho, where it is producing gold at its Golden Chest Mine. NJMC has established a high-quality, early to advanced-stage asset base in three historic mining districts of Idaho and Montana, developed with more than $50-million by NJMC and other companies. The Company’s objective is to use its considerable in-house skill sets to build a portfolio of mining and milling operations, with a longer-term vision of becoming a mid-tier producer. Management is shareholder focused and owns more than 17-percent of NJMC stock.

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

For more information on New Jersey Mining Company go to www.newjerseymining.com or call:

Monique Hayes, Corporate Secretary/Investor Relations

Email: monique@newjerseymining.com

(208) 625-9001

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. 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 exploration results do not result in future production the risk that the Company is unable to obtain sufficient funds necessary for expansion or the risks and hazards inherent in the mining business (including risks inherent in developing mining projects, environmental hazards, industrial accidents, weather or geologically related conditions), changes in the market prices of gold and silver and the potential impact on revenues from changes in the market price of gold and cash costs, 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.

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