8-K

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):  

January 25, 2016

Commission file number: 000-28837

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 January 25, 2016, New Jersey Mining Company (the “Company”) entered into a binding letter of intent (“Letter of Intent”) with Timberline Resources Corporation (“Timberline”) to acquire Timberline’s 50-percent interest in Butte Highlands JV, LLC by January 31, 2016.

Butte Highlands JV, LLC owns the high-grade underground Butte Highlands Gold Project, located 15 miles south of Butte, Montana. Timberline and Highland Mining, LLC, an Idaho limited liability company, each own 50% of Butte Highlands JV, LLC.  

Pursuant to the Letter of Intent, Timberline’s interest will be transferred to the Company upon payment of $225,000, and the issuance of 3,000,000 restricted shares of the Company’s Common Stock.  A cash down payment of $50,000 was made upon signing the Letter of Intent.  The down payment and the remaining $175,000 payment is expected to be paid from a note extended to the Company by John Swallow, the Company’s President, at a rate of 5% per annum (the “Note”), the terms of which have not yet been finalized.

Item 2.03 Creation of a Direct Financial Obligation. 

Pursuant to the Note, the Company has agreed to repay John Swallow the unpaid principal amount of advances made under the Note together with accrued interest thereon.

Item 7.01 Regulation FD Disclosure.

On January 26, 2016, the Company issued a press release entitled “New Jersey Mining Company Signs Binding Letter of Intent to Purchase 50-Percent Interest in Butte Highlands Gold Project.”  A copy of the press release is attached 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 in the Report that is required to be disclosed solely by Regulation FD.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
99.1	Press Release, dated January 26, 2016, entitled “New Jersey Mining Company Signs Binding Letter of Intent to Purchase 50-Percent Interest in Butte Highlands Gold Project.”* *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: January 28, 2016

EX-99

Exhibit 99.1

New Jersey Mining Company Signs Binding Letter of Intent to Purchase 50-Percent Interest in Butte Highlands Gold Project

COEUR D'ALENE, Idaho, January 26, 2016 (GLOBE NEWSWIRE) -- New Jersey Mining Company (OTCQB:NJMC) (“NJMC” or the “Company”) announced today that it has signed a binding Letter of Intent to acquire a 50-percent interest in Butte Highlands Joint Venture LLC (“BHJV”) from Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR) (“Timberline”).

BHJV owns the high-grade underground Butte Highlands Gold Project (“Butte Highlands”), located 15 miles south of Butte, Montana, within a prolific gold-producing region that includes several world-class, multi-million ounce gold deposits including Butte, Golden Sunlight, Montana Tunnels, and Virginia City.

NJMC’s interest in Butte Highlands is “carried to production” by the joint venture partner, Montana State Gold Company LLC (“MSGC”), which is funding all mine development costs through to commercial production with NJMC’s share of those costs to be repaid from proceeds of future mine production.

To-date, MSGC and prior funding partner, Highland Mining LLC (“Highland”), have invested more than $30-million at Butte Highlands including more than 4,500 feet of underground development and construction of surface facilities for the project, all of which are located on private lands owned by BHJV.  Mine and facility construction at Butte Highlands was completed primarily by Small Mine Development Corporation (“SMD”), which also constructed a modern gold mine at NJMC’s Golden Chest project.

The project has experienced significant timeline delays due, in part, to miscalculations of the permitting process and other technical issues.  However, with the Road Use Permit now issued by the U.S. Forest Service, and the Hard Rock Operating Permit EIS and MPDES Water Discharge Permit also issued in the last 30 months, the project is now fully permitted.

The Agreement calls for NJMC to make a $50,000 down payment, to be followed by a $175,000 payment and delivery of 3-million shares of NJMC common stock by January 31, 2016 to close the purchase.

NJMC President John Swallow stated, “The gold mine at Butte Highlands is a natural fit for us as we seek to leverage our mining and milling expertise to expand our base of potential cash flow producing assets. As at Golden Chest, the mine was built by industry leader SMD. We believe that our technical team can help finalize engineering and development of the mine - and while it would entail additional permitting, we also see an opportunity to possibly enhance project economics by constructing an on-site mill.”

Mr. Swallow continued, “In our recent Letter to Shareholders, we professed our belief that great companies can be built in difficult times. An additional goal of ours has been to provide optionality for our fellow shareholders by reducing reliance on any singular property or asset - and this transaction is another step in that process.”

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

Butte Highlands was extensively drilled by Battle Mountain Gold, Placer Dome, ASARCO, and Orvana Minerals in the 1980s and 1990s, prior to its acquisition and development by Timberline in 2006. In 2009, Timberline formed BHJV with Highland for the purpose of developing and mining the property. In 2012, Highland was sold to MSGC, which assumed Highland’s $24-million loan and its commitment to fund all remaining mine development costs through to commercial production.

About New Jersey Mining Company

New Jersey Mining Company is headquartered in north Idaho where it built and is majority-owner and operator of a fully-permitted, recently upgraded, 360-tonne per day flotation mill and concentrate leach plant. The Company is also 100-percent owner of the Golden Chest Mine, an historic lode gold producer that was recently expanded, modernized, and operated by a world-class lessee. Ownership of a mine and mill provide NJMC shareholders solid value and excellent leverage to higher gold prices and exploration success. NJMC is in the process of purchasing a 50-percent “carried to production” interest in the Butte Highlands Gold Project. 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

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 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 result of new information, future events or otherwise.

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