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):  

February 28, 2017

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 3.02 Unregistered Sales of Equity Securities.

On February 28, 2016, New Jersey Mining Company (the “Company”) closed a private placement through Paulson Investment Company, LLC, its placement agent. A total of 2,137,500 units (the “Units”) were sold to accredited investors at a price of US $0.20 per Unit, which resulted in gross proceeds to the Company of US $427,500.00, of which the Company will pay US $39,000 in commissions. Units consisted of two shares of common stock and one common stock purchase warrant exercisable at a price of US $0.20 for a period of 36 months. In total, the Company issued an aggregate of 4,275,000 common shares and 2,137,500 purchase warrants. These amounts include the sales previously disclosed in the Company’s Current Report on Form 8-K filed on January 11, 2017.

The above-described sale and issuance of the Units, common shares and warrants (and the issuance of shares of common stock upon exercise thereof) were not registered under the Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any state, are subject to resale restrictions and may not be offered or sold in the United States absent registration under the Securities Act. The foregoing sale of securities has been determined to be exempt from registration in reliance on Section 4(a)(2) of the Securities Act and the safe harbor provided by Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering, in which the investors are accredited and have acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

Item 7.01 Regulation FD Disclosure.

On March 6, 2017, the Company issued a press release entitled “New Jersey Mining Company Closes Private Placement and Applies for Listing on the Canadian Stock Exchange.”  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
99.1	Press Release, dated March 6, 2017, entitled “New Jersey Mining Company Closes Private Placement and Applies for Listing on the Canadian Stock Exchange.”* *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 & CEO

Date: March 6, 2017

EX-99

Exhibit 99.1

New Jersey Mining Company Closes Private Placement and Applies for Listing on the Canadian Stock Exchange

COEUR D'ALENE, Idaho, March 6, 2017 (GLOBE NEWSWIRE) -- New Jersey Mining Company (OTCQB:NJMC) (“NJMC” or the “Company”) is pleased to announce it has closed its $427,500 private placement and has submitted an application for listing the Company’s shares on the Canadian Stock Exchange (CSE).

NJMC CEO and President John Swallow stated “We completed this modest placement, which included members of our management team and board, as part of our balanced approach toward operations, debt reduction and mine-life expansion efforts at the Golden Chest.

Additionally, we recently applied for listing on the Canadian Stock Exchange (CSE) and, as fellow shareholders, we view a listing on the CSE as an opportunity for greater exposure amongst resource and commodity based investors. The CSE is a rapidly growing marketplace, providing a cost-effective Canadian listing with a streamlined regulation program and is a logical part of our strategy to increase investor awareness and expand our shareholder base.”

The private placement consisted of 2,137,500 units at a price of $0.20 per unit for a gross proceed of $427,500.  Each unit consisted of two common shares and one share purchase warrant, each warrant entitles its holder purchase one common share at a price of $0.20 per share for a period of 36 months ending February 28, 2020.  A total of 2,137,500 purchase warrants has been issued.

NJMC subscribers included John Swallow, President and CEO (400,000 units), Grant Brackebush, Vice President (50,000 units) Kevin Shiell, Director (100,000 units).

The Company will provide further detail on the CSE listing throughout the approval process, which is expected to take several weeks. The CSE has not provided comments on the listing application and NJMC must meet CSE requirements to be listed; there are no assurances that listing will be granted. The CSE is recognized and regulated by the Ontario Securities Commission (OSC) and operates nationally through applicable rulings and exemptions of other securities commissions.

About New Jersey Mining Company

New Jersey Mining Company is headquartered in north Idaho, where it is currently in production at its Golden Chest Mine. 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.

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

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NJMC owns and operates the Golden Chest Mine project where open pit mining is underway and underground mining is expected to resume early this year.

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NJMC also holds a 50-percent interest in the fully-permitted Butte Highlands Gold Project.

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NJMC built and is majority owner and operator of the New Jersey Mill, a 360-tonne per day flotation mill and cyanide leach plant.

Company assets were developed with more than $50-million of investment dollars from New Jersey and other companies. Management owns more than 17-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 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 company’s ability to meet the CSE listing application requirements; the risk that the Company is unable to obtain a listing on the CSE; the risk that a listing on the CSE will not increase investor exposure, awareness or increase our shareholder base or share price; 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 the Company has not obtained sufficient funds necessary to resume underground mining at the Golden Chest, reduce debt or extend the life of the mine; the risk that gold recovery percentages are lower than expected; 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; and the risk of 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