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
February 12, 2007
Date of Report (Date of
earliest event reported)
NEW JERSEY MINING
COMPANY
(Exact name of registrant as specified in its
charter)
| Idaho | 000-28837 | 82-0490295 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| incorporation) |
| 89 Appleberg Road | |
| Kellogg, Idaho | 83837 |
| (Address of principal executive offices) | (Zip Code) |
(208) 783-3331
Registrant's telephone number,
including area code
NOT APPLICABLE
(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:
____ 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))
SECTION 3 – FINANCIAL INFORMATION
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On February 12, 2007, the Company completed a non-brokered private placement of stock by selling 2,684,585 Units at a price of $0.40 per Unit, which resulted in net proceeds of $1,073,834. No commissions were paid. Each Unit consists of one share of common stock plus one-half of a warrant. Each full warrant is exercisable at a price of $0.55 until December 31, 2008.
The common stock and stock underlying the warrant are restricted from resale by Rule 144. The Offering was strictly limited to persons who met certain minimum financial or sophistication requirements. The offering was made in reliance on exemptions from registration provided by Section 4(2) and Rule 506 of Regulation D of the Securities Act of 1933, as amended.
A press release announcing the closing of the private placement is attached as an exhibit below.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
| 99.1 |
SIGNATURE
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 hereunto duly authorized.
| New Jersey Mining Company | ||
| Date: February 13, 2007 | ||
| By: | /s/ Fred W. Brackebusch | |
| FRED W. BRACKEBUSCH | ||
| President, Chief Executive Officer | ||
| and Chief Financial Officer | ||
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