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):  

April 19, 2021

Commission file number: 000-28837

NEW JERSEY MINING COMPANY

(Exact Name of Registrant as Specified in its Charter)

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 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

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

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

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

Securities registered pursuant to Section 12(g) of the Act:

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    ☐

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.    ☐

Item 1.01 Entry into a Material Definitive Agreement.

On April 14, 2021, the Company closed on the purchase of approximately 508 acres of real property located in Shoshone County, including the patented mining claims, with both surface and mineral rights, commonly known as the McComber Gulch (Ward Land West) for a purchase price of $1,699,000.00.

On April 14, 2021 (the "Closing Date") the Company also finalized Convertible Note Purchase Agreements with and issued Convertible Promissory Notes (the "Convertible Notes") with an aggregate principal amount of $1,750,000, to eleven accredited investors.

The Convertible Notes mature thirty-six months following the Closing Date (the "Maturity Date") and bear interest at a rate equal to eight percent per annum simple interest.  The Company is obligated to make monthly interest-only payments and all unpaid principal and interest is due and payable on the Maturity Date.  The Convertible Notes may be prepaid by the Company, in whole or in part, without the written consent of the investors.  Failure to make timely payments or observe applicable Company covenants, and voluntary or involuntary bankruptcy or insolvency proceedings would constitute an event of default under the Convertible Notes and entitle the investors to declare all unpaid principal and interest payments to be immediately due and payable.  The Convertible Notes are secured by a single real estate mortgage encumbering the property commonly known as McComber Gulch (Ward Land West). At the election of the investors or upon the occurrence of a Corporate Event, as defined in the Convertible Notes, the Convertible Notes are convertible into common stock of the Company at a conversion price of eighteen cents ($0.35) per share.

The foregoing descriptions of the McComber Gulch (Ward Land West), Convertible Note Purchase Agreement and Convertible Note do not purport to be complete and are qualified in their entirety by reference to the complete copies of the documents attached hereto as exhibits.  

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

The Convertible Notes described in Item 1.01 are debt obligations of the Company arising other than in the ordinary course of business, which constitute direct financial obligations of the Company.  Please see the description of the material terms of the Convertible Notes in Item 1.01, which is incorporated herein by reference. 

Item 3.02 Unregistered Sales of Equity Securities

The Company entered into the Convertible Note Purchase Agreements and Convertible Notes in the aggregate amount of $1,750,000 as described above under Item 1.01, which is incorporated by reference.  The Convertible Notes were issued in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Section 30-14-202 of the Idaho Uniform Securities Act of 2004.

Item 9.01. Financial Statements and Exhibits

d) Exhibits

10.1Form of Convertible Note Purchase Agreement  

10.2Form of Convertible Promissory Note  

99.1Press Release dated April 14, 2021 entitled, “New Jersey Mining Co. Acquires Large Patented Land Package in the Murray Gold Belt. Now Owns Over 1,500 acres of Private Land”   

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 & CEO

Date: April 19, 2021