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NEW JERSEY MINING CO FILES (8-K) Disclosing Unregistered Sale of Equity Securities

August 25, 2014



Item 3.02 - Unregistered Sales of Equity Securities.

On August 21, 2014, New Jersey Mining Company (the "Company") issued 12,000,000 shares and 7,200,000 share purchase warrants to complete the settlement of units sold in the Company's recent private placement (the "Private Placement Settlement"). Each unit is comprised of two shares of common stock and one common share purchase warrant. In the aggregate, the Company placed 6,000,000 units at a price of $.20 per unit for gross aggregate proceeds of $1,200,000.

Each warrant entitles the holder thereof to acquire one additional share of common stock at an exercise price of $.20 per share for a 3-year period.

Pursuant to the private placement of units, the Private Placement Settlement included the issuance of a total of 12,000,000 common shares and 6,000,000 common share purchase warrants to investors.

The Private Placement Settlement also included the issuance of 1,200,000 agents' warrants to GVC Capital LLC ("GVC"). In connection with the private placement, GVC received 1,200,000 agents' warrants to acquire common stock equal in number to ten percent (10%) of the total number of shares placed by GVC exercisable at a price of $.10 per share. The Company also paid GVC a cash compensation fee in U.S. dollars in an amount equal to ten percent (10%) of the gross proceeds of the offering received by the Company for units placed by GVC. The cash compensation fee was equal to $120,000.

The net proceeds of the private placement will be used by the Company for upgrades at the New Jersey Mill, property payments and acquisitions, and for working capital and general corporate purposes.

The securities of the private placement were not registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state, and are subject to resale restrictions and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such the registration requirements in accordance with all applicable state securities laws. The securities were placed pursuant to exemptions from registration requirements of the Securities Act provided by Section 506 of Regulation D under the Securities Act and/or Section 4(2) of the Securities Act, such exemptions being available based on information obtained from the investors in the private placement.

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Source: Edgar Glimpses


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