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
![[njmc8kaug216001.jpg]](njmc8kaug216001.jpg)
NEW JERSEY MINING COMPANY
(Exact Name of Registrant as Specified in its Charter)
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Idaho | 82-0490295 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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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. *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