NEW JERSEY MINING COMPANY (OTCMKTS:NJMC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On March 2, 2016, New Jersey Mining Company (the “Company”) entered into an agreement with J-J Farms LLC and Achievement Holdings LLC (collectively, the “Four Square”) to purchase Four Square’s interest in patented and unpatented mining claims located near the small town of Murray, Idaho (the “Agreement”). Four Square owns 334 acres of patented mining claims and holds a leasehold interest in 348 acres of unpatented mining claims. to the Agreement, the Company will acquire the Four Square’s interest after making $800,000 in payments to Four Square as follows:
$200,000 in the Company’s Common Stock valued at $0.15 per share (1,333,333 shares total) paid at closing and $100,000 cash payable on or before September 30, 2018;
$200,000 in the Company’s Common Stock valued at $0.15 per share (1,333,333 shares total) and $100,000 cash, payable on or before September 30, 2019;
$200,000 payable in the Company’s Common Stock valued at $0.15 per share or cash, with half payable at Four Square’s discretion and half payable at the Company’s discretion, on or before September 30, 2020.
Four Square will retain a 2-percent Net Smelter Returns (NSR) royalty, half of which can be repurchased by the Company for $1-million.
If the above payments are not made, Four Square agrees to terminate the Agreement and the Company agrees to vacate and return the property.
Contemporaneous with the signing of the Agreement, the Company issued and delivered 1,333,334 restricted common shares, in reliance on Section 4(a)(2) of the Securities Act, to Four Square in satisfaction of the first payment obligation under the Agreement.
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 3.02 Unregistered Sales of Equity Securities.
The disclosures contained in Item 1.01 above are incorporated into this item by reference.
Item 7.01 Regulation FD Disclosure.
On March 6, 2018, the Company issued a press release entitled “New Jersey Mining Company Adds Historic Gold/Tungsten Mine Property to its Murray Gold Belt Portfolio.” 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 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
NEW JERSEY MINING CO ExhibitEX-10 2 ex10-1.htm FORM OF AGREEMENT TO PURCHASE THE OF PATENTED AND UN-PATENTED MINING CLAIMS Exhibit 10.1 Exhibit 10.1 Agreement to Purchase the Four Square Property Group of Patented and Un-Patented Mining Claims This Agreement is hereby entered into between New Jersey Mining Company (New Jersey),…To view the full exhibit click
About NEW JERSEY MINING COMPANY (OTCMKTS:NJMC)
New Jersey Mining Company is engaged in exploring for and developing gold, silver, and base metal deposits in the Greater Coeur d’Alene Mining District of North Idaho and extending into Western Montana. The Company is evaluating mineral investment and development opportunities in the western United States. The Company is focused on advanced stage exploration and development assets. The Company has a portfolio of mineral properties, including the Golden Chest Mine, the New Jersey Mine and Mill, the McKinley exploration project, the Eastern Star exploration project and the Toboggan exploration project, and other exploration prospects. The New Jersey Mill Joint Venture and GF&H Company are subsidiaries of the Company. The New Jersey Mine is an underground mine and mill complex, which is located approximately four kilometers east of Kellogg, Idaho, in the Coeur d’Alene Mining District. The Toboggan Project consists of the prospects, including Gold Butte and Mineral Ridge.