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):  

April 19, 2021

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. 3rd 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 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:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, no par value	NJMC CSE	OTCMarkets: QB Canadian Stock Exchange

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

EX-10

Exhibit 10.1

NEW JERSEY MINING COMPANY

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the "Agreement") is made as of April 14, 2021 (the "Effective Date") by and among New Jersey Mining Company, an Idaho corporation (the "Company"), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a "Purchaser" and collectively, the "Purchasers").

RECITAL

To provide the Company with financing for its acquisition of the Ward Land-West (as defined in Section 3.8 below), the Purchasers are willing to loan to the Company in one or more disbursements up to an aggregate amount of One Million Five-Hundred Sixty Thousand and 00/100 Dollars ($1,750,000.00), subject to the terms and conditions specified herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and each Purchaser, intending to be legally bound, hereby agree as follows:

1.AMOUNT AND TERMS OF THE LOAN. 

1.1The Loan.  Subject to the terms of this Agreement, each Purchaser agrees to lend to the Company at the Closing (as hereinafter defined) the amount set forth opposite such Purchaser's name on the Schedule of Purchasers attached to this Agreement (each, a "Loan Amount") against the issuance and delivery by the Company of a convertible promissory note for such amount, in substantially the form attached hereto as EXHIBIT A (each, a "Note" and collectively, the "Notes").  The aggregate principal amount to be loaned to the Company under the Notes is One Million Five-Hundred Sixty Thousand and 00/100 Dollars ($1,750,000.00).  

1.2Purpose of Loan.  The primary purpose of the loan is to allow the Company to acquire approximately 503 acres of real property located in Shoshone County, Idaho, including the patented mining claims (with both surface and mineral rights) relating to said real property (the “Ward Land-West”). Loan proceeds in excess of the purchase price for the Ward Land-West will be used by the Company as working capital to benefit the Ward Land-West or to acquire additional real property.    

1.3Security. Payment and performance of the Notes will be secured by a single real estate mortgage in substantially the form attached hereto as EXHIBIT B (the "Security Instrument").  The Security Instrument will encumber Ward Land-West.  Each Purchaser will be a mortgagee under the Security Instrument.  The Purchasers holding Notes with an aggregate unpaid principal balance that exceeds fifty percent (50%) of the outstanding principal balances of all Notes shall appoint one Purchaser to act as the agent under the Security Interest (the "Agent") to take such actions as Agent deems appropriate, and to exercise such powers as are delegated to  

1

Agent by the terms of, and pursuant to, the Security Instrument and together with such powers as are incidental thereto.

2.Closing and Delivery. 

2.1Closing.  The closing of the sale and purchase of the Notes (the "Closing") shall be held on the Effective Date, or at such other time as the Company and Purchasers may mutually agree (such date is hereinafter referred to as the "Closing Date"). 

2.2Subsequent Sales of Notes.  At any time on or before the thirtieth (30^th) day following the Closing, the Company may sell Notes representing up to the balance of the authorized principal amount not sold at the Closing (the "Additional Purchasers").  All such sales made at any additional closings (each an "Additional Closing") shall be made on the terms and conditions set forth in this Agreement and (i) the representations and warranties of the Company set forth in Section 3 hereof shall speak as of the Closing and the Company shall have no obligation to update any disclosure related thereto, and (ii) the representations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of such Additional Closing.  This Agreement, including without limitation, the Schedule of Purchasers, may be amended by the Company without the consent of Purchasers to include any Additional Purchasers upon the execution by such Additional Purchasers of a counterpart signature page hereto.  Any Notes sold pursuant to this Section 2.2 shall be deemed to be "Notes," for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement. 

2.3Delivery.  At the Closing and each Additional Closing (i) each Purchaser shall deliver to the Company a check or wire transfer funds in the amount of such Purchaser's Loan Amount; and (ii) the Company shall issue and deliver to each Purchaser a Note in favor of such Purchaser payable in the principal amount of such Purchaser's Loan Amount. 

3.REPRESENTATIONS, WARRANTIES OF THE COMPANY. 

The Company hereby represents and warrants to each Purchaser as of the Closing as follows:

3.1Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Idaho.  The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted.  The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business. 

3.2Corporate Power.  The Company has all requisite corporate power to execute and deliver this Agreement, to issue each Note and to execute and deliver the Security Instrument (collectively, the "Loan Documents") and to carry out and perform its obligations under the terms of the Loan Documents.   

2

3.3Authorization.  All corporate action on the part of the Company, its directors and its shareholders necessary for the authorization of the Loan Documents and the execution, delivery and performance of all obligations of the Company under the Loan Documents, including the issuance and delivery of the Notes and the reservation of the equity securities issuable upon conversion of the Notes (collectively, the "Conversion Securities") has been taken or will be taken prior to the issuance of such Conversion Securities.  The Loan Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.  The Conversion Securities, when issued in compliance with the provisions of the Loan Documents will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws. 

3.4Governmental Consents.  All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Notes and the Conversion Securities issuable upon conversion of the Notes or the consummation of any other transaction contemplated hereby shall have been obtained and will be effective at such time as required by such governmental authority.  

3.5Compliance with Laws.  To its knowledge, the Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect the business, assets, liabilities, financial condition or operations of the Company.   

3.6Compliance with Other Instruments.  The Company is not in violation or default of any term of its articles of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violations that would not individually or in the aggregate have a material adverse effect on the Company. The execution, delivery and performance of the Loan Documents, and the consummation of the transactions contemplated by the Loan Documents will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.  The sale of the Notes and the subsequent issuance of the Conversion Securities are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. 

3.7Offering.  Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Securities (collectively, the "Securities") are and will be exempt from the  

3

registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Act"), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.

3.8Use of Proceeds.  The Company shall use the proceeds of sale and issuance of the Notes for the acquisition of approximately 503 acres of patented mining claims with both surface and mineral rights, commonly known as the "Ward Land-West", which real property is legally described in the Security Instrument.  The proceeds of sale and issuance of the Notes in excess of the purchase price for the Ward Land-West shall be used by the Company as working capital to benefit the Ward Land-West or to acquire additional real property.    

4.REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. 

4.1Purchase for Own Account.  Each Purchaser represents that it is acquiring the Securities solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. 

4.2Information and Sophistication.  Without lessening or obviating the representations and warranties of the Company set forth in Section 3, each Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Securities, (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment. 

4.3Ability to Bear Economic Risk.  Each Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment. 

4.4Further Limitations on Disposition.  Without in any way limiting the representations set forth above, each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: 

(a)There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or 

(b)The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any  

4

applicable state securities laws, provided that no such opinion shall be required for dispositions in compliance with Rule 144, except in unusual circumstances.

(c)Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) or member (or retired member) of such Purchaser in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder. 

4.5Accredited Investor Status.  The information in the Confidential Investor Questionnaire attached hereto in EXHIBIT C is accurate and true in all respects, and the Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Act. 

4.6Legends.  The Purchaser understands that the Conversion Securities issuable upon conversion of the Notes may be notated with one or all of the following legends: 

(a)"THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS." 

(b)Any legend set forth in, or required by, the other Loan Documents. 

(c)Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate, instrument, or book-entry so legended. 

5.FURTHER AGREEMENTS. 

5.1"Market Stand-Off" Agreement.  Each Purchaser agrees that such Purchaser shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Purchaser (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the Company's first firm commitment underwritten public offering of its Common Stock registered under the Securities Act (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation), provided that all officers and directors of the Company are bound by and have entered into similar agreements.  Each Purchaser agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are  

5

consistent with the Purchaser's obligations under Section 5.1 or that are necessary to give further effect to this Section 5.1.  In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Purchaser shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Act.  The obligations described in this Section 5.1 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.

5.2Further Assurances.  Each Purchaser agrees and covenants that at any time and from time to time it will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Agreement and to comply with state or federal securities laws or other regulatory approvals. 

6.MISCELLANEOUS. 

6.1Binding Agreement.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 

6.2Governing Law.  This Agreement shall be governed by and construed under the laws of the state of Idaho as applied to agreements among Idaho residents, made and to be performed entirely within the state of Idaho, without giving effect to conflicts of laws principles. 

6.3Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.  

6.4Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 

6.5Notices.  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent to the Company at the address on the signature page below, and to Purchaser at the addresses set forth on the Schedule of Purchasers attached hereto  

6

or at such other addresses as the Company or Purchaser may designate by ten (10) days advance written notice to the other parties hereto.

6.6Modification; Waiver.  No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective only upon the written consent of the Company and the holders of the Notes representing a majority of the aggregate principal amount of all Notes then outstanding (the "Requisite Holders").  Any provision of the Notes may be amended or waived by the written consent of the Company and the Requisite Holders. 

6.7Expenses.  The Company and each Purchaser shall each bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions contemplated herein. 

6.8Delays or Omissions.  It is agreed that no delay or omission to exercise any right, power or remedy accruing to each Purchaser, upon any breach or default of the Company under the Loan Documents shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  It is further agreed that any waiver, permit, consent or approval of any kind or character by Purchaser of any breach or default under this Agreement, or any waiver by any Purchaser of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to the Purchaser, shall be cumulative and not alternative. 

6.9Purchaser's Finder’s Fees. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which such Purchaser or any of its officers, employees or representatives is responsible. 

6.10Attorneys’ Fees. If any action at law or in equity (including, arbitration) is necessary to enforce or interpret the terms of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 

6.11Entire Agreement.  This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. 

[Signature Page Follows]

7

IN WITNESS WHEREOF, the parties have executed this CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT as of the date first written above.

COMPANY:

NEW JERSEY MINING COMPANY

By:  

Name: John Swallow

Title: President and CEO

Address:

New Jersey Mining Company

Attn: John Swallow

201 N.  3^rd Street

Coeur d'Alene, Idaho 83814

IN WITNESS WHEREOF, the parties have executed this CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT as of the date first written above.

PURCHASER:

(Entity name, if applicable)

By:___________________________________________________________________ 

Name:

Title:Trustee______________________________ 

Address:

SCHEDULE OF PURCHASERS

Name and Address
Loan Amount

EXHIBIT A

FORM OF CONVERTIBLE PROMISSORY NOTE

PLEASE SEE ATTACHED.

EXHIBIT B

FORM OF SECURITY INSTRUMENT

(REAL ESTATE MORTGAGE)

PLEASE SEE ATTACHED.

EXHIBIT C

CONFIDENTIAL INVESTOR QUESTIONNAIRE

Investor Information

Name of Investor/Purchaser (Print):	Name of Joint Investor (if any) (Print):
Signature (and title, if applicable) of Investor:	Signature (and title, if applicable) of Joint Investor (if any):
Social Security or Tax Identification Number of Investor:	Social Security or Tax Identification of Joint Investor (if any):
Mailing Address:	Residence Address (if other than mailing address):
Telephone and Facsimile Numbers (including Area Code):	Email addresses:

Accreditation:

The investor and any joint investor each represents and warrants that it is an accredited investor pursuant to one or more of the following categories (mark applicable categories):

o a.	A director or executive officer of New Jersey Mining Company (the "Company").
o b.	A natural person whose individual net worth (total tangible assets as currently valued, less total liabilities) or joint net worth with spouse at time of purchase exceeds $1,000,000.   ·For these purposes, "total tangible assets" excludes the individual's primary residence.    ·For these purposes, "total liabilities" excludes any related indebtedness secured by the primary residence up to its fair market value but includes the amount of any such indebtedness in excess of that value.  If the amount of debt secured by the primary residence increased in the 60 days preceding the accredited investor determination, other than in connection with the acquisition of the residence, the amount of such increase must be included as a liability.
o c.	A natural person who had an individual income in excess of $200,000 in each of two most recent years, or joint income with spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching same level of income in current year.

o  d.	A corporation, limited liability company, partnership, tax-exempt organization (under Section 501(c)(3) of Internal Revenue Code of 1986, as amended) or Massachusetts or similar business trust (i) not formed for specific purpose of acquiring Securities and (ii) having total assets in excess of $5,000,000.
o  e.	An entity which falls within one of following categories of institutional accredited investors, set forth in 501(a) of Regulation D under Securities Act of 1933, as amended ("Securities Act") [if you have marked this category, also mark which of following items describes the entity:]
	o 1.	A bank as defined in Section 3(a)(2) of Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of Securities Act whether acting in its individual or a fiduciary capacity.
	o 2.	A broker/dealer registered pursuant to Section 15 of Securities Exchange Act of 1934.
	o 3.	An insurance company as defined in Section 2(13) of Securities Act.
	o 4.	An investment company registered under Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act.
	o 5.	A Small Business Investment Company licensed by U.S. Small Business Administration under Section 301(c) or (d) of Small Business Investment Act of 1958.
	o 6.	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for benefit of its employees, if such plan has total assets in excess of $5,000,000.
	o 7.	Any private business development company as defined in Section 202(a)(22) of Investment Advisers Act of 1940.
	o 8.	An employee benefit plan within meaning of Employee Retirement Income Security Act of 1974, if investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.
	o 9.	A trust, with total assets in excess of $5,000,000, not formed for specific purpose of acquiring Securities offered, whose purchase is directed by sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.
o  f.	An entity in which all equity owners are accredited investors.

EX-10

Exhibit 10.2

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

NEW JERSEY MINING COMPANY

CONVERTIBLE PROMISSORY NOTE

$_________                                                                                             April 14, 2021

                                                                                                               Coeur d'Alene, Idaho

FOR VALUE RECEIVED, NEW JERSEY MINING COMPANY, an Idaho corporation (the "Company") promises to pay to _________________________ ("Investor"), or its registered assigns, in lawful money of the United States of America the principal sum of $__________________________, or such lesser amount as shall equal the outstanding principal amount hereof, together with simple interest from the date of this Convertible Promissory Note (this "Note") on the outstanding principal amount at a rate equal to EIGHT PERCENT (8%) per annum simple interest, computed on the basis of the actual number of days elapsed and a year of three hundred and sixty-five (365) days. All unpaid principal, together with any then accrued but unpaid interest and other amounts payable hereunder, shall be due and payable on the earliest of (i) the date that is thirty-six (36) months following the date of the Closing Date (as defined in the Purchase Agreement) (the "Maturity Date"), (ii) the closing of a Corporate Event, or (iii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor (in accordance with Section 3 hereof) or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of the "Notes" issued pursuant to the Purchase Agreement.

The following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance of this Note, agrees:

1.PAYMENTS. 

(a)Interest. The Company shall make monthly interest only payments in arrears on the first day of each month beginning on the first day of the month following the Closing Date (as defined in the Purchase Agreement). 

(b)Voluntary Prepayment. This Note may be prepaid, in whole or in part, without the written consent of the Investor. 

2.EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: 

(a)Failure to Pay; Failure to Observe Covenants. The Company shall (i) fail to pay when due any principal payment on the due date hereunder, (ii) fail to pay any interest payment or other payment required under the terms of this Note or any other Transaction Document on the date due, and such payment shall not have been made within five (5) days of the Company's receipt of written notice to the Company of such failure to pay, or (iii) fails to observe or perform any other covenant in the Note or any other Transaction Document due, and such payment or observance shall not have been made within thirty (30) days of the Company's receipt of written notice to the Company of such failure to pay or failure to observe; or 

(b)Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or 

(c)Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or any of its subsidiaries, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement. 

3.RIGHTS OF INVESTOR UPON DEFAULT. Upon the occurrence of any Event of Default (other than an Event of Default described in Sections 2(b) or 2(c)) and at any time thereafter during the continuance of such Event of Default, Investor may, by written notice to the Company, declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. Upon the occurrence of any Event of Default described in Sections 2(b) and 2(c), immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default, Investor may exercise any other right power or remedy granted to it by the Transaction Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both. 

4.CONVERSION. 

(a)Conversion Upon Election of Investor.  So long as no Corporate Event (as defined below) has occurred, then the Investor may elect to convert the Note into shares of Common Stock at the Conversion Price by providing written notice to the Company no later than the date that is thirty (30) days prior to the Maturity Date.  Upon the election of conversion by the Investor as set forth in this Section 4(a), this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation. 

(b)Conversion Upon Corporate Event.  In the event of a Corporate Event, the Investor may elect to convert the Notes into shares of Common Stock at the Conversion Price.  Upon the election of conversion by the Investor as set forth in this Section 4(b), this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation. 

(c)"Market Stand-Off" Agreement. Investor hereby agrees that, during the period of duration specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration (a "Market Stand-Off Agreement"); provided, however, that: (i) all officers and directors of the Company and all other persons with registration rights (whether or not pursuant to this Note) enter into similar agreements; (ii) the Company obtains from persons who hold one percent (1%) or greater of the Company's outstanding capital stock, a lock-up agreement similar to that set forth in this Section 4(d); and (iii) such market stand-off time period shall not exceed one hundred eighty (180) days for the Company's initial public offering, and ninety (90) days for any subsequent public offerings (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto). Investor agrees to provide to the other underwriters of any public offering such further agreements as such underwriter may reasonably request in connection with this Market Stand-Off Agreement, provided that the terms of such agreements are substantially consistent with the provisions of this Section 4(c). In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Common Stock issued or issuable pursuant to the conversion of the shares issued upon conversion of this Note (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. 

(d)Issuance of Certificate(s) upon Conversion. As soon as practicable after conversion of this Note, the Company, at its expense, will cause to be issued in the name of and delivered to Investor, a certificate or certificates representing the number of fully paid and nonassessable shares of equity securities to which Investor shall be entitled on such conversion. No fractional shares will be issued on conversion of this Note.  

(e)Withholding Obligations; Form 1099. Investor authorizes the Company to withhold from Investor, or to demand cash payment from Investor for, any taxes required to be withheld from Investor on the conversion of this Note, or, to reduce or eliminate such withholding, to provide the Company with a fully executed and completed IRS Form W-9. Investor acknowledges that the Company may issue Investor a Form 1099, reporting the interest, to the Internal Revenue Service (even if the interest is converted into stock), in accordance with applicable law and/or regulations. 

(f)Termination of Rights. Whether or not this Note has been surrendered for cancellation, all rights with respect to this Note shall terminate upon the issuance of shares of the equity securities upon conversion of this Note. Notwithstanding the foregoing, Investor agrees to surrender this Note to the Company for cancellation as soon as is practicable following conversion of this Note. 

(g)Notice of Corporate Event. The Company shall deliver to Investor written notice of a Corporate Event no less than ten (10) days prior to the scheduled closing of such transaction, and such notice shall describe the consideration to be received and other material terms and conditions of the transaction. 

5.DEFINITIONS. As used in this Note, the following capitalized terms have the following meanings:  

"Common Stock" shall mean the common stock of the Company.

"Conversion Price" shall mean Thirty-five Cents ($.35) per share of Common Stock.

"Corporate Event" shall mean (a) the merger or consolidation of the Company with or into another entity by means of any transaction or series of related transactions to which the Company is party other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly- owned subsidiary immediately following such acquisition, its parent); or (b) the dissolution of the Company following a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole (including an exclusive license to a third party of the Company's core technology) by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company.

"Event of Default" has the meaning given in Section 2 hereof.

"Investor" shall mean the holder of this Note.

"Obligations" shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Investor of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note and the other Transaction Documents, including, all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding. Notwithstanding the foregoing, the term "Obligations" shall not include any obligations of Company under or with respect to any warrants to purchase Company's capital stock.

"Note" shall mean this convertible promissory note.

"Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

"Purchase Agreement" shall mean the Note Purchase Agreement of even date herewith (as amended, modified or supplemented), by and among the Company, the Investor, and certain other investors.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Transaction Documents" shall mean this Note, each of the other Notes, the Security Instrument (as defined in the Purchase Agreement) and the Purchase Agreement.

6.MISCELLANEOUS. 

(a)Successors and Assigns; Transfer of this Note or Securities Issuable on Conversion Hereof. 

(i)Subject to the restrictions on transfer described in this Section 6(a), the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. 

(ii)With respect to any offer, sale or other disposition of this Note or securities into which such Note may be converted, Investor will give written notice to the Company prior thereto, describing briefly the manner thereof, together with, if requested, a written opinion of Investor's counsel to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Company, as promptly as practicable, shall notify Investor that Investor may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to the Company. Each Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company as provided in the Purchase Agreement. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary. 

(iii)Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Investor. 

(b)Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Investor. Investor acknowledges and agrees that any provision of this Note may also be amended or waived by the written consent of the Company and the Requisite Holders as provided in Section 6.6 of the Purchase Agreement. 

(c)Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the Purchase Agreement, or at such other address or facsimile number as the Company shall have furnished to Investor in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one (1) business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one (1) business day after being deposited with an overnight courier service of recognized standing or (v) four (4) days after being deposited in the U.S. mail, first class with postage prepaid. 

(d)Payment. Unless converted into the Company's equity securities pursuant to the terms hereof, payment shall be made in lawful tender of the United States. 

(e)Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument. 

(f)Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the state of Idaho, without regard to its conflicts of law provisions. 

(g)Waiver of Jury Trial; Judicial Reference. By acceptance of this Note, Investor hereby agrees and the Company hereby agrees to waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Note or any of the Transaction Documents. 

(h)Security. This Note is given for an actual loan of the above amount and is secured by the Security Instrument, which is a lien upon the property therein described and to which reference is made for a full description of the security granted.   

(i)Enforceability of Oral Agreements. UNDER IDAHO LAW, A PROMISE OR COMMITMENT TO LEND MONEY OR TO GRANT OR EXTEND CREDIT IN AN ORIGINAL PRINCIPAL AMOUNT OF FIFTY THOUSAND DOLLARS ($50,000.00) OR MORE, MADE BY A PERSON OR ENTITY ENGAGED IN THE BUSINESS OF LENDING MONEY OR EXTENDING CREDIT, MUST BE IN WRITING AND SIGNED BY THE LENDER TO BE ENFORCEABLE. 

[Signature Page Follows]

1

The Company has caused this Note to be issued as of the date first written above.

NEW JERSEY MINING COMPANY

an Idaho corporation

By: _____________________________

Name: John Swallow

Title: President and CEO

2

EX-99

Ex 99.1