10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 000-28837

NEW JERSEY MINING COMPANY

(Name of small business issuer 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)

(208) 503-0153

Registrant’s telephone number, including area code

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock,  No par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [  ]  No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [  ]  No [X ]

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes[X]  No [  ]

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  ____	Accelerated Filer                   ____
Non-Accelerated Filer    ____	Smaller reporting company     X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act    Yes [ ]  No [X ]

The aggregate market value of all common stock held by non-affiliates of the registrant, based on the average of the bid and ask prices on June 30, 2014 was $7,346,165.

On March 31, 2015 there were 91,760,148 shares of the registrant’s Common Stock outstanding.

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TABLE OF CONTENTS

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.  Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future.  These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.  These statements include, but are not limited to, comments regarding:

·

the establishment and estimates of mineralization;

·

the grade of mineralization;

·

anticipated expenditures and costs in our operations;

·

planned exploration activities and the anticipated outcome of such exploration activities;

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plans and anticipated timing for obtaining permits and licenses for our properties;

·

expected future financing and its anticipated outcome;

·

anticipated liquidity to meet expected operating costs and capital requirements;

·

our ability to obtain joint ventures partners and maintain working relationships with our current joint venture partners;

·

our ability to obtain financing to fund our estimated expenditure and capital requirements; and

·

factors expected to impact our results of operations.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.  Forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

·

risks related to our limited operating history;

·

risks related to our history of losses and our expectation of continued losses;

·

risks related to our properties being in the exploration or development stage;

·

risks related our mineral operations being subject to government regulation;

·

risks related to future legislation and administrative changes to mining laws;

·

risks related to future legislation regarding climate change;

·

risks related to our ability to obtain additional capital or joint venture partners;

·

risks related to land reclamation requirements and costs;

·

risks related to mineral exploration and development activities being inherently dangerous;

·

risks related to our insurance coverage for operating risks;

·

risks related to cost increases for our exploration and development projects;

·

risks related to a shortage of equipment and supplies adversely affecting our ability to operate;

·

risks related to mineral estimates;

·

risks related to the fluctuation of prices for precious and base metals, such as gold and silver;

·

risks related to the competitive industry of mineral exploration;

·

risks related to our title and rights in our mineral properties and mill;

·

risks related to joint venture partners and our contractual obligations therewith;

·

risks related to potential conflicts of interest with our management;

·

risks related to our dependence on key management;

·

risks related to the New Jersey Mill operations, management, and milling capacity;

·

risks related to our business model;

·

risks related to evolving corporate governance standards for public companies; and

·

risks related to our shares of common stock.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Description of Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated, or expected.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

We qualify all the forward-looking statements contained in this Annual Report by the foregoing cautionary statements.

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GLOSSARY OF SIGNIFICANT MINING TERMS

Ag-Silver.

Au-Gold.

Alluvial-Adjectivally used to identify minerals deposited over time by moving water.

Argillites-Metamorphic rock containing clay minerals.

Arsenopyrite-An iron-arsenic sulfide. Common constituent of gold mineralization.

Ball Mill-A large rotating cylinder usually filled to about 45% of its total volume with steel grinding balls. The mill rotates and crushed rock is fed into one end and discharged through the other. The rock is pulverized into small particles by the cascading and grinding action of the balls.

Bedrock-Solid rock underlying overburden.

Cu-Copper.

CIL-A standard gold recovery process involving the leaching with cyanide in agitated tanks with activated carbon. CIL means "carbon-in-leach."

Crosscut-A nominally horizontal mine passageway, generally driven at right angles to the strike of a vein.

Dip-Angle made by an inclined surface with the horizontal, measured perpendicular to strike.

Deposit-A mineral deposit is a mineralized body that has been intersected by sufficient closely-spaced drill holes or underground sampling to support sufficient tonnage and average grade(s) of metal(s) to warrant further exploration or development activities.

Drift-A horizontal mine opening driven on the vein. Driving is a term used to describe the excavation of a mine passageway.

Exploration Stage-As defined by the SEC-includes all issuers engaged in the search for mineral deposits (reserves), which are not in the production stage.

Fault-A fracture in the earth's crust accompanied by a displacement of one side of the fracture with respect to the other and in a direction parallel to the fracture.

Flotation-A physiochemical process for the separation of finely divided solids from one another. Separation of these (dissimilar) discrete solids from each other is affected by the selective attachment of the particle surface to gas bubbles.

GPT-grams per metric tonne.

Galena-A lead sulfide mineral. The most important lead mineral in the Coeur d'Alene Mining District.

Grade-A term used to assign the concentration of metals per unit weight of ore. An example-ounces of gold per ton of ore (opt). One troy ounce per short ton is 34.28 parts per million or 34.28 grams per metric tonne.

Mill-A general term used to denote a mineral processing plant.

Mineralization-The presence of minerals, usually of potential economic significance, in a specific area or geologic formation.

Net Smelter Return (“NSR”)-The Net Smelter Return from a processed ore is the value recouped from the mineral products less the costs associated with smelting, refining, and transport to the smelter. The NSR specifically does not permit the deduction of mining and milling costs.

Ore-A mineral or aggregate of minerals that can be mined and treated at a profit. A large quantity of ore that is surrounded by waste or sub-ore material is called an orebody.

Patented Claim-A mineral claim where the title has been obtained from the U.S. federal government through the patent process of the 1872 Mining Law. The owner of the patented claim is granted title to the surface and mineral rights.

Production Stage-As defined by the SEC-includes all issuers engaged in the exploitation of a mineral deposit (reserve).

Pyrite-An iron sulfide mineral that usually has no commercial value but is commonly associated with mineral deposits of gold, copper, and other metals.

Quartz-Crystalline silica (SiO₂). An important rock-forming and gangue material in veins or other types of mineral deposits.

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Quartzites-Metamorphic rock containing significant amounts of quartz.

Raise-An underground opening driven upward, generally on the vein.

Ramp-An underground opening usually driven downward, but not always, to provide access to an orebody for rubber-tired equipment such as loaders and trucks. Typically ramps are inclined at a slope grade of approximately 15%.

Reserves-That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves are subcategorized as either proven (measured) reserves, for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings, or drill holes, and grade and/or quality are computed from the results of detailed sampling, and (b) the sites for inspection, sampling, and measurement are spaced so closely and geologic character is so well defined that size, shape, depth, and mineral content are well-established; or probable (indicated) reserves, for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, yet the sites for inspection, sampling and measurement are farther apart.

Royalty or NSR Royalty-A mineral royalty is a percentage of the value extracted from an ore that is paid to an interest holding party, usually a claim owner. The NSR Royalty is calculated based on the value of the processed ore after deducting the costs of smelting, refining, and transport to a smelter. However, the cost of mining and milling is not deducted. Typical NSR Royalty rates in the United States are on the order of 1–5%.

Shoot – A body of ore, usually of elongated form, extending downward or upward in a vein.

Stope-An underground void created by the mining of ore.

Strike-The bearing or azimuth of the line created by the intersection of a horizontal plane with an inclined rock strata, vein or body.

Tellurium-Relatively rare chemical element found with gold and silver that can form minerals known as tellurides.

Tetrahedrite-Sulfosalt mineral containing copper, antimony, and silver.

Vein-A zone or body of mineralized rock lying within boundaries separating it from neighboring wallrock. A mineralized zone having a more or less regular development in length, width and depth to give it a tabular form and commonly inclined at a considerable angle to the horizontal.

Unpatented Claim-A mineral claim staked on United States Public Domain (USPD) that is open for mineral entry. Unpatented lode claims can be no more than 1,500 feet long by 600 feet wide. The claimant owns the mineral rights, but does not own the surface, which is USPD. Any exploration or mining on the claim must first be submitted in a plan of operations (POO) for approval to the appropriate federal land management entity.

Wallrock-Usually barren rock surrounding a vein.

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PART I

ITEM 1.  DESCRIPTION OF THE BUSINESS

Form and Year of Organization

New Jersey Mining Company (“the Company” or “NJMC”) is a corporation organized under the laws of the State of Idaho on July 18, 1996. The Company was dormant until December 31, 1996, when all of the assets and liabilities of the New Jersey Joint Venture (a partnership) were transferred to the Company in exchange for 10,000,000 shares of common stock. The New Jersey Joint Venture, a partnership, was formed in 1994 to develop the New Jersey Mine.

Any Bankruptcy, Receivership or Similar Proceedings

There have been no bankruptcy, receivership, or similar proceedings.

Any Material Reclassification, Merger, Consolidation, or Purchase or Sale of a Significant Amount of Assets Not in the Ordinary Course of Business.

There have been no material reclassifications, mergers, consolidations, purchases, or sales not in the ordinary course of business for the past three years.

BUSINESS OF THE COMPANY

General Description of the Business

The Company is involved in exploring for and developing gold, silver, and base metal deposits in the western USA. 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, along with several other exploration prospects. The New Jersey Mill Joint Venture and GF&H Company are consolidated subsidiaries.

The Company is executing a strategy of mineral exploration, development, and mineral processing that has been focused on the Belt Basin area of northern Idaho and western Montana. See Location Map. The exploration focus for the Company is primarily gold with silver and base metals of secondary emphasis. NJMC has also sought joint venture partners or mineral lessees that bring mine development expertise, such that more advanced projects in the Company’s portfolio may be put into production. In addition to mineral exploration and development joint ventures, the Company is also the manager of the New Jersey Mill Joint Venture, which processes both silver and gold ores through a 360 tonnes per day flotation plant.

New Jersey Mining Company has evolved from a small-scale developer and operator of mines through a period of greater emphasis on mineral exploration. In recent years, the Company has focused its efforts on the Golden Chest Mine, and it formed a joint venture with Marathon Gold Corporation of Canada to accelerate the exploration and development of the property. The Golden Chest Joint Venture subsequently leased a portion of the Golden Chest Project to Gold Hill Reclamation and Mining (“Gold Hill” or the “Lessee”), a private Idaho corporation. During 2014, Gold Hill succeeded in placing the Golden Chest Mine into production. At year-end 2014, the mine and mill are ramping up towards full planned production of approximately 300 tonnes per day. The Company now generates revenue from processing the Golden Chest ores and a modest NSR royalty on the Golden Chest Mine. In 2014, the Company’s milling activities contributed $92,165 to its consolidated revenue.  New Jersey Mining Company also conducted exploration on its McKinley and Eastern Star projects during 2014, but the emphasis of that work was on delineating potentially minable gold deposits. The Company is also examining other opportunities in the western US to apply its development, operational, and processing expertise.

NJMC’s new strategy now emphasizes the generation of cash from milling, royalties, and possible future mining to support its operations and growth. The Company also actively works to form joint ventures and partnerships in order to minimize cash needs associated with future growth. These growth opportunities may come from exploration of its own properties or from new acquisitions or ventures. The new strategy is less reliant on private placements of common stock with qualified investors, though the Company’s exploration and development progress is still dependent on securing financing in one form or another.

Competitive Business Conditions

The Company competes on several different fronts within the minerals exploration industry. The Company competes with other junior mining companies for the capital necessary to sustain its exploration and development programs. NJMC also competes with other mining companies for exploration properties and mining assets, such as for gold properties in the Coeur d’Alene Mining District.

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In recent years, the Company has been successful in forming two joint ventures, one at the Golden Chest Mine and the other at the New Jersey Mill. The Golden Chest Mine joint venture was successful in arranging a mining lease agreement in 2013, and the Company also receives revenue on a per tonne basis for processing ores from the Golden Chest Mine. As of the end of 2014, the Lessee has commenced production from the Golden Chest Mine and has begun making payments to NJMC for advanced royalties and ore processing.

The year just ended, 2014, constitutes the first year of consistent milling production for the refurbished New Jersey Mill. The mill commenced limited operations in December of 2014. The New Jersey Mill joint venture agreement with Crescent Silver contemplated NJMC entering the mineral processing sector of the mining business, both to support mining operations at the Crescent Mine and possibly to provide toll milling services to other regional mining companies. Economic conditions have prevented the commercial start-up of mining operations at the Crescent Silver Mine, but the Golden Chest Project has continued to progress. Since NJMC is the operator and co-owner of the Golden Chest Project, it acts as co-lessor on the Skookum Shoot mining lease. The Company’s primary exposure to the new mining operation at Golden Chest is as operator of the New Jersey Mill. Gold Hill Reclamation and Mining Inc. examined other possible avenues for processing of the Skookum Shoot ores, but the New Jersey Mill is the only operable milling facility in the Silver Valley region that has available capacity for such gold ores.  The New Jersey Mill has no other competition for toll milling within a 175 mile radius; however, it is conceivable that fuel prices and other factors could expand the milling market of the Silver Valley region to include mills outside of the market.

The risks associated with the Company’s new milling enterprise include other risks typical of the mining industry, such as: operational effectiveness in the processing plan that could result in lower recovery of the economic metals, mechanical failure of equipment that could increase costs or decrease efficacy, ability to hire and retain qualified operators, and risks that the mine operator is unable to economically extract material to feed the milling operation. In this case, the New Jersey Mill’s future operations are heavily dependent on Gold Hill Reclamation and Mining as its only source of feed at the present time, the loss of which would have a material adverse effect on the Company’s milling operations. Neither the Company nor its joint venture partner, Crescent Silver, has identified other sources of ore to feed the New Jersey Mill should mining at the Golden Chest cease. The Company manages these risks with a preventive maintenance program, installing experienced and technically proficient management, and working closely with Gold Hill to understand and assist with mine planning and management. During the ramp-up period, the rate of mill production is not steady-state, so costs on a per tonne basis may tend to be higher, putting economic pressure on the mill operations. Therefore, the Company actively manages the mill staff so as to bring operators on and off shift as production fluctuates during the ramp-up period.

The Company is subject to the risks inherent to the mineral industry. The primary risk of mineral exploration is the low probability of finding a major deposit of ore. The Company attempts to mitigate this risk by focusing its efforts in areas known to host significant mineral deposits, and also by relying on its experienced management team to drive acquisitions of properties that have higher-than-average probabilities of success. In addition to deal essentials, such as cost, terms, timing, and market considerations, the Company’s process of property acquisition involves screening target properties based on geological, engineering, environmental, and metallurgical factors. In all its operations the Company also competes for skilled labor within the mining industry.

Another significant risk in the mining industry is the price of metals such as gold and silver. If the prices of these metals were to fall substantially, it could lead to a loss of investor interest in the mineral exploration sector, which would make it more difficult to raise the capital necessary to move exploration and development plans forward.

Effect of Existing or Probable Governmental Regulations on the Business

The mining business is subject to extensive federal, state and local laws and regulations governing development, production, labor standards, occupational health, waste disposal, the use of toxic substances, environmental regulations, mine safety and other matters. The Company is subject to potential risks and liabilities occurring as a result of mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to the Company (or to other companies in the minerals industry) at a reasonable price. To the extent that the Company becomes subject to environmental liabilities, the satisfaction of any such liabilities would reduce funds otherwise available to the Company and could have a material adverse effect on the Company. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.

All operating and exploration plans have been made in consideration of existing governmental regulations. Regulations that most affect operations are related to surface water quality and access to public lands. An approved plan of operations (POO) and a financial bond are usually required before exploration or mining activities can be conducted on public land that is administered by the United States Bureau of Land Management (BLM) or United States Forest Service (USFS).

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The New Jersey Mine, Golden Chest Project, and other nearby properties are part of the expanded Bunker Hill Superfund Site. Current plans for expanded cleanup do not include any NJMC projects. There is no known evidence that previous operations at the New Jersey Mine (prior to 1910) caused any groundwater or surface water pollution or discharged any tailings into the South Fork of the Coeur d'Alene River; however, it is possible that such evidence could surface. Should such a liability emerge for the Company, its exposure would likely be to clean up or cover old mine tailings that may have washed downstream from upstream mining operations. There are no mineral processing tailings deposits at the Golden Chest Project. However, at least two old adits have small water discharges. The Company could conceivably be required to conduct cleanup operations at its own expense, however, the Environmental Protection Agency’s (EPA) Record of Decision for the Bunker Hill Mining and Metallurgical Complex Operating Unit 3 does not include any cleanup activities at the Company’s projects. Recently, the EPA has proposed a new cleanup plan that greatly increases the number of historic mine sites to be reclaimed, however, the plan has not been approved. NJMC has not received any notifications that it could be liable for any environmental cleanup.

Estimate of the Amount Spent on Exploration for the Last Two Years

During the years ended December 31, 2014 and 2013, the Company invested $435,601 and $173,948, respectively, on exploration activities.

Costs and Effects of Compliance with Environmental Laws (Federal, State and Local)

No major Federal permits are required for the Golden Chest and New Jersey Mines because the operations are on private land and there are no process discharges to surface waters. However, any exploration program conducted by the Company on unpatented mining claims, usually administered by the BLM or USFS, requires a POO to be submitted. The Company’s exploration programs on public land can be delayed for significant periods of time (one to two years) because of the slow permitting process applied by the USFS. The Company believes that such permitting delays are caused by insufficient manpower, complicated regulations, competing priorities, and sympathy for environmental groups who oppose all mining projects. The Company does have an approved POO by the USFS for the Toboggan Project, however the Company must post an $82,000 bond for it to become effective and the Company has not posted the bond to date.

The Company is also subject to the rules of the U.S. Department of Labor, Mine Safety and Health Administration (MSHA) for the New Jersey and Golden Chest operations. When an underground mine or mill is operating, MSHA performs a series of regular quarterly inspections to verify compliance with mine safety laws, and can assess financial penalties for violations of MSHA regulations. A typical mine citation order for a violation that is not significant or substantial is about $200.

The New Jersey Mine and Mill have two important State of Idaho permits. The first is an Idaho Cyanidation Permit and the second is a reclamation plan for surface mining operations. No permit is required for the current flotation process as there is no discharge of water to surface waters and the tailings impoundments are less than 30 feet high from toe to crest. An Idaho cyanidation permit was granted October 10, 1995 [No. CN-000027]. Construction of the Concentrate Leach Plant (CLP) at the New Jersey Mill was completed in November of 2007. The Idaho Cyanidation permit requires monthly surface water and quarterly groundwater monitoring during the operation of the CLP. NJMC estimates the cost of water-monitoring associated with the CLP to be approximately $6,000 per year. The Company is not currently operating the CLP.

The Idaho State Department of Lands approved a surface mining reclamation plan for the New Jersey Mine in 1993. The plan calls for grading of steep fill slopes and planting of vegetation on the area disturbed by the open pit mine. MJMC pays an annual reclamation fee of $133 to the Idaho Department of Lands for surface disturbance associated with the New Jersey Mine open pit. The Company has estimated its costs to reclaim the New Jersey Mine and Mill site to be $95,000.

When the Company plans an exploration drilling program on public lands, it must submit a POO to either the BLM or USFS. Compilation of the plan can take several days of professional time and a reclamation bond is usually required to start drilling once the plan is approved. Bond costs vary directly with surface disturbance area, but a small, single set-up drilling program usually requires a bond amount of approximately $5,000. If a plan requires road building, the bond amount can increase significantly. Upon completion of site reclamation and approval by the managing agency, the bond is returned to the Company.

The small-scale operations that are underway at the Golden Chest Mine are under the responsibility of the lessee, Gold Hill Reclamation and Mining Inc. Hence, NJMC is not currently responsible for the cost of compliance with any mining permits at the Golden Chest Mine.

The Company complies with local building codes and ordinances as required by law.

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Number of Total Employees and Number of Full Time Employees

The Company's total number of employees is 17 including its President and CEO, R Patrick Highsmith and Vice President, Grant Brackebusch.

REPORTS TO SECURITY HOLDERS

The Company is not required to deliver an annual report to shareholders, however, it plans to deliver an annual report to shareholders in 2015. The annual report will contain audited financial statements. The Company may also rely on the Internet to deliver annual reports to shareholders.

The Company filed a Form 10-SB with the Securities and Exchange Commission on January 11, 2000. The filing became effective on January 27, 2000. The Company has filed the required annual 10-K reports, quarterly 10-Q reports, and 8-K reports since that time up to the Form 10-K report that was filed for 2012. A Form 15 was filed on May 15, 2013 suspending Company filing for the 2013 filing year. A Form 10 was subsequently filed on July 2, 2014 to return the Company to reporting status.

The public may read a copy of any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, NE., Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and SEC.

The Company maintains a website where recent press releases and other information can be found. A link to the Company’s filings with the SEC is provided on the Company’s website www.newjerseymining.com.

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ITEM 2.   DESCRIPTION OF PROPERTIES

Figure  - Project Location Map

NEW JERSEY MINE and MILL

Location

The New Jersey Mine is an underground mine and mill complex located four kilometers east of Kellogg, Idaho, in the Coeur d'Alene Mining District. The property includes the gold bearing Coleman vein system, and another gold prospect called the Scotch Thistle. The mine is adjacent to U.S. Interstate 90 and is easily accessed by local roads throughout the entire year. Three-phase electrical power is supplied to the New Jersey Mill by Avista Utilities. The area is underlain by argillites and quartzites of the Prichard Formation [member of Belt Supergroup], which commonly hosts gold mineralization.

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Mill Joint Venture Agreement

On January 7, 2011, the Company signed a joint venture agreement with United Mine Services (UMS), a wholly-owned subsidiary of United Silver Corporation, to increase the capacity of the New Jersey Mill. UMS funded the expansion of the mill to process 350 tonnes per day and received a 35% interest in joint venture assets plus the right to process 7,000 tonnes of its ore per month. NJMC is the manager of the joint venture and retains a 65% interest in the joint venture assets plus the right to process 3,000 tonnes per month of its own ores. The property covered by the joint venture agreement includes the crushing circuit, grinding circuit, flotation circuit, concentrate leach plant, buildings and surface rights over patented and unpatented mining claims.

Mineral Property

The Company owns 41 hectares (102 acres) of private land with surface and mineral rights, 44 hectares (108 acres) of private land with mineral rights only, 16 hectares (40 acres) of private land with surface rights only, and approximately 53 hectares (130 acres) of unpatented mining claims. The unpatented claims are on federal land administered by the BLM. The Coleman pit and the current underground workings are located on the patented mining claims that are wholly owned by the Company.

History

There are at least 14 gold prospects in or near the New Jersey Mine. In the late 1800s and early 1900s, New Jersey Mining and Milling (an unrelated company) drove more than 760 meters (2,500 feet) of development workings on the Coleman Vein and the northwest branch of the Coleman Vein, including: drifts, crosscuts, shafts, and raises. The historic development also included a 10-stamp gravity mill that was operated for a short period.

Present Condition and Work Completed on the Property

In 2012, construction was completed on an expanded mill capable of processing 360 tonnes per day of sulfide ore to produce a single flotation concentrate. The mill expansion cost approximately $3.2 million, which was funded completely by UMS. The expansion project included the installation of a new cone crusher, a new fine ore bin, new conveyors, a new 2.4m by 4.0m ball mill, additional flotation cells, a new paste thickener, associated pumps, and a new building. The Concentrate Leach Plant (CLP) was not renovated at that time. Subsequent to the mill expansion in 2012, the expanded New Jersey Mill processed a total of 8,470 dry tonnes of silver ore from the Crescent Mine.

In April 2014, Hale Capital Partners, through its subsidiary Crescent Silver LLC (“Crescent Silver”), acquired the assets of United Mine Services in a consensual foreclosure process. This transaction included the UMS stake in the New Jersey Mill JV. Hence, Crescent Silver is the Company’s current joint venture partner at the New Jersey Mill. Crescent Silver produced no ore during 2014. In December of 2014, NJMC, acting as manager of the mill joint venture, began processing small amounts of material from the Golden Chest Mine, receiving compensation on a per tonne basis from Gold Hill Reclamation and Mining Inc. Production at the mill is expected to increase through the first quarter of 2015, reaching steady state throughput of approximately 6,000 to 8,000 tonnes per month during the second quarter of 2015.

Pursuant to the Golden Chest mineral lease agreement with Gold Hill Reclamation and Mining Inc, the Companies outlined an arrangement by which NJMC will process Gold Hill’s ores so as to collect the gold and silver in a flotation concentrate, which will be sold to a smelter. The average milling charge will be approximately $44/tonne of ore, but it will be higher for the ramp-up period (estimated to be the first 3 months of operation), $50/tonne of ore. In anticipation of the commencement of milling late in 2014, NJMC proceeded to make certain upgrades to the New Jersey Mill. The Company installed a new gravity circuit, added a lift to the tailings impoundment, and made other improvements, as it deemed appropriate. Crescent Silver opted not to participate in these investments. Gold Hill also advanced approximately $200,000 to NJMC as a no-interest loan against future milling fees to NJMC to facilitate the plant upgrades.

Regarding the mining assets on the New Jersey property, the Company last conducted material work on the New Jersey Mine in 2010, when it drove a raise upward from the 740 level to explore a narrow vein that intersected the Coleman Vein. The 12-meter raise generated approximately 370 tonnes of millable material grading 2.68 gpt gold. Prior to that, NJMC drifted approximately 84 meters on the 740 level in 2008, including approximately 20 meters of material from the Coleman Vein.

NJMC also conducted two drilling programs in 2008 (400 meters) and 2001 (1,765 meters). In addition to an intercept of 12.5 meters grading 2.76 gpt gold, including 2.5 meters of 6.80 gpt gold, the drilling also encountered broad low-grade mineralization (0.70 gpt gold) in the Grenfel Zone. In 2008, the Company tested a new prospect call the Scotch Thistle, but drilling encountered only silicification and alteration with no significant gold mineralization.

The Company conducted no underground development or drilling on the New Jersey Mine Property during 2014.

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As of December 31, 2014, the Company had a net capital cost of $4,611,102 associated with the mineral processing plant and a capitalized development plus investment cost of $288,365 associated with the mine.

Exploration Plans

In 2015, the Company plans to compile the historic data and conduct a small underground mapping and sampling program in the Coleman underground mine in order to assess the potential for more significant high-grade mineralization.

Age, Modernization and Physical Condition of Plant and Equipment

The construction of an expanded mill capable of processing 360 tonnes per day of sulfide ore to produce a single flotation concentrate was completed in 2012. The mill expansion cost approximately $3.2 million, which was funded completely by United Mine Services under the terms of the joint venture agreement (Ex. 10.1). The expansion project included the installation of a new cone crusher, a new fine ore bin, new conveyors, a new 2.4m by 4.0m ball mill, additional flotation cells, a new paste thickener, associated pumps, and a new building. The Concentrate Leach Plant (CLP) has not been renovated. Three-phase electrical power is supplied to the New Jersey mill by Avista Utilities.

Geology

The Prichard Formation, which is more than 7,500 meters in thickness, underlies the New Jersey Mine area. The property occurs adjacent to and north of the major Osburn Fault, an important geological structure in the evolution of the Silver Valley. The Prichard Formation is divided into nine units of alternating argillites, siltites, and quartzites; the units exposed in the New Jersey Mine area appear to belong to the lower members. Gold mineralization is associated with sulfide-bearing quartz veins that cut the bedding in Prichard argillite and quartzite. Associated sulfides are pyrite, arsenopyrite, chalcopyrite, low-silver tennantite, galena, and sphalerite.

Reserves

While the Company has conducted significant drilling, underground development, and even limited gold production from the property, there are no mineral reserves as recognized by the US Securities Exchange Commission (SEC) at the New Jersey Mine at the present time.

GOLDEN CHEST PROJECT

Figure  - Photo of New Skookum Mine Portal in October 2014

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Location

The Golden Chest Project is an exploration project and an underground mine located in Reeder Gulch about 2.4 kilometers east of Murray, Idaho along US Forest Service Highway 9. The property consists of 24 patented mining claims and 70 unpatented claims covering approximately 515 hectares (1,270 acres). The site is accessible by several improved dirt roads from the paved highway. An 11-meter by 21-meter (36 x 70 feet) steel-clad pole building stands at the top of the most easterly driveway to the property; it is used primarily for office space and core logging.  A second 9-meter by 6-meter (30 x 20 feet) steel-clad pole building is present near the northern ramp portal and could be used as a shop or dry. There is single-phase electrical power to the office building; and Avista Utilities installed three-phase electrical power to the Skookum Portal area during 2014.

History

The Golden Chest Mine was developed in the late 1800s or early 1900s as part of the early gold production from the Coeur d’Alene Mining District. Gold production in the Murray area pre-dated the larger scale silver mining of the Silver Valley by several years. Historical accounts vary, but the district is believed to have produced approximately 300,000 oz of gold from placer production, including the Guggenheim dredging operations of the 1920s that are documented in historic video on the University of Idaho website. While it is difficult to be precise, the historic hard rock mining operations at Golden Chest are estimated to have produced more than 75,000 oz of gold.

Several large and small companies conducted exploration at the Golden Chest during various periods, including some drilling by Newmont Mining in the 1980s. New Jersey Mining started work on the property in 2004, conducting exploration drilling and underground development. NJMC connected the surface to the historic No. 3 Level by driving a ramp 440 meters in length, known as the North Ramp. This projected was completed in the fourth quarter of 2008.

For each year from 2004 through 2008, the Company completed an exploration core-drilling program on the Golden Chest Property, drilling a total of 3,415 meters of core during that period. These holes met with some success in extending the Idaho Vein below the No. 3 Level.

NJMC formed a joint venture with Marathon Gold in 2010. Since Marathon Gold is a Canadian issuer (TSX: MOZ), the newly formed joint venture operated and issued technical disclosures in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101).

During 2011, the GC joint venture partners completed the most aggressive exploration project in the history of the property, totaling 11,300 meters of surface drilling in 102 NQ-2 size core holes. Other surface work completed included the construction of a new core shed, construction of new roads, surface geological work, surface and underground surveying, and the reestablishment of patented claim corners. The work program also included the rehabilitation of the No. 3 Level and an exploration crosscut on the Intermediate Level. In 2012, the Golden Chest joint venture completed a total of 7,000 meters of drilling in 42 holes. Additionally, Golden Chest LLC drove an exploration drift on the Popcorn Vein, revealing a strike length of 40 meters averaging 23 gpt gold across a true thickness of 0.5 meter. Based on the results of the 2012 work program, the joint venture delineated an updated gold resource and filed a technical report in compliance with NI 43-101.

Property Ownership

Pursuant to a 2010 joint venture agreement, the Golden Chest Project is owned by Golden Chest LLC (GC), which is owned 52% by Marathon Gold Corporation through its wholly-owned US subsidiary, Marathon Gold USA Corp. (MUSA) and 48% by NJMC. Golden Chest LLC purchased the mine from Metaline Contact Mines and J.W. Beasley Interests for $3,750,000. As of December 31, 2014, GC had paid $2,125,000, and has agreed to pay the sellers $1,625,000 over the next two years. The sellers have a first mortgage on the mine as security for future payments owing. There are no production royalties underlying the Golden Chest property.

In 2013, the Golden Chest Joint Venture leased a portion of the Golden Chest Project to Juniper Resources LLC, the agreement was later assigned to Gold Hill Reclamation and Mining Inc. (“Gold Hill”), an affiliated private Idaho corporation. During 2014, Gold Hill succeeded in placing the Golden Chest Mine into production. At year-end 2014, the mine and mill are ramping up towards full planned production of approximately 300 tonnes per day.

Exploration and Development Plans

Gold Hill projects a mine life of approximately 18 months at a production rate of approximately 6,000 to 8,000 tonnes per month.

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NJMC geologists believe there is potential for additional mineralization downdip, updip, and laterally from the Skookum Mine development, but considerable drilling and testing will be required to define any new mining areas. The Golden Chest JV will likely consider drill testing these near-mine projects during 2015. Development of such new discoveries in conjunction with Gold Hill during the term of the mining lease would require an agreement among the parties.

Age, Modernization and Physical Condition of Plant and Equipment

An 11-meter by 21-meter (36 x 70 feet) steel-clad pole building (2011) stands at the top of the most easterly driveway to the property; it is used primarily for office space and core logging.  A second 9-meter by 6-meter (30 x 20 feet) steel-clad pole building (2005) is present near the northern ramp portal and could be used as a shop or dry. There is single-phase electrical power to the office building; and Avista Utilities installed three-phase electrical power to the Skookum Portal area during 2014.

Gold Hill has made many improvements to the property in the last year including approximately 1,000 meters of underground development at a nominal cross section of 4 meter by 4 meter, the establishment of a secondary escape-way and ventilation raises, the installation of three-phase power, and many surface improvements such as a septic field and new haul road.

Geology

Gold mineralization occurs in veins associated with multiple faulting and folding events in the Coeur d’Alene Mining District. The gold mineralization is of a broad type known as orogenic gold, but it also appears to have an association with igneous rock activity. Hence, the vein deposits may be described as intrusion-related orogenic gold. The principle vein being exploited at the Skookum Mine is associated with the Idaho Fault, which juxtaposes the quartzites of the lower Prichard Formation against finer-grained argillites, also of the lower Prichard Formation.

Veins occur in the Idaho Fault and to a lesser extent in the hangingwall and footwall of the fault. The mineralization occurs in two types of quartz veins that are generally conformable to bedding of the Prichard Formation of Proterozoic age. Thin-banded veins, occurring in argillite, contain visible gold, pyrite, arsenopyrite, galena, and sphalerite. Thicker, massive veins occur in quartzite and contain pyrite, sphalerite, galena, chalcopyrite, scheelite and rare visible gold.

Reserves

While there has been significant recent drilling and underground development that has resulted in industrial scale mining and recovery of gold, there are currently no mineral reserves at the Golden Chest Project, as recognized by the SEC.

TOBOGGAN PROJECT

Location

The Toboggan Project is an exploration property without known ore reserves. The project consists of 106 unpatented lode claims covering an area of approximately 850 hectares (2,100 acres) in and near the East Fork of Eagle Creek drainage. The Toboggan Project consists of the following prospects: Gold Butte, Mineral Ridge, Golden Reward, Progress, Little Baldy, Snowslide, CA, Lost Eagle, and Independence. The claims can be accessed from May through November using a USFS dirt road. No electrical energy is available at the site.

Mineral Agreement

The Toboggan Project is comprised of 106 unpatented mining claims wholly owned by the Company, of which 39 claims related to the Little Baldy prospect are leased to Hecla Silver Valley. The lease has a 20-year term and calls for annual payments to NJMC of $24,000, which was re-negotiated in 2014 to $10,000 for the third through fifth year, then escalating to $15,000 for three years, $20,000 for one year, and $48,000 thereafter. Should gold production be realized from the leased claims, a 2% net smelter return royalty is due NJMC. The Company is currently in the third year of the lease.

History

Historic workings are present at the Gold Butte prospect and consist of seven adits connected by a system of narrow roads. Most of the underground work appears to have been completed prior to 1941. Two holes were drilled on the Gold Butte prospect in the 1980s. Prior geophysical exploration work by Cominco-American in the Toboggan Creek area in the mid 1980s found a large CSAMT geophysical anomaly, roughly two square kilometers in area. In 1987, Cominco American drilled a hole 500 meters in depth that was located on the eastern edge of the anomaly. It appears that the hole was located too far to the east, and that it was not drilled deep enough to investigate the large geophysical anomaly. Nord-Pacific completed a gold exploration program in the Mineral Ridge area including a soil sampling program and a reverse-circulation drilling program in 1992. Nord-Pacific identified several anomalous gold zones with their soil sampling and completed nine holes totaling 850 meters in their drilling program. All of the drillholes intercepted anomalous gold

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mineralization including a 1.5 meter intercept of 18.9 gpt gold. Historic workings at the Mineral Ridge prospect, which were completed before Nord-Pacific’s work, include six adits as well as numerous pits and trenches. The Independence area was originally staked in 1906 and was active intermittently through the 1900s. Work completed during that time included four adits, and numerous pits and trenches.

For the period from March 2008 through March 2011, the Toboggan project was an exploration joint venture between Newmont Mining Corporation and the Company. Newmont completed three seasons of exploration work spending approximately $2,000,000, and then exited the joint venture. Newmont quitclaimed all the mining claims back to the Company, and also returned the data generated from three seasons of exploration.

Present Condition and Work Completed on the Property

During 2008, Newmont completed a comprehensive early-stage exploration program. Work completed included soil sampling, rock sampling, geologic mapping, a ground-based geophysical survey at Gold Butte, an airborne geophysical survey over the entire joint venture area, and additional claim staking that significantly increased the area of the joint venture. During 2009, Newmont completed a core-drilling program consisting of six holes for a total of 1,359 meters. Two holes were drilled at each of the following prospects: Mineral Ridge, Golden Reward and Gold Butte. The best drill intercept was at Gold Butte where a pyritic quartz vein was intersected at 24.0 meters below the surface assaying 2.5 gpt gold over 4.0 meters, including a higher grade section that assayed 7.15 gpt gold over 1.0 meter. Thick intercepts of anomalous, but low-grade gold mineralization were drilled at the Mineral Ridge and Golden Reward prospects. Newmont also completed geologic mapping, surface rock sampling, soil sampling, and additional claim staking. During 2010, Newmont completed both core and reverse-circulation (RC) drilling at the Toboggan Project, including eight core holes totaling 914 meters and seven RC holes totaling 941 meters. Six of the core holes were drilled at Gold Butte and intercepted a fault with anomalous gold mineralization. The remaining two core holes were drilled at Mineral Ridge and both holes were terminated before hitting the target due to difficult ground conditions. The seven RC holes were drilled at various prospects near Toboggan Creek; and RC-7 was the most promising with 100 meters of 100 ppb gold at the Golden Reward prospect. After the 2010 exploration season, Newmont finally obtained the USFS permit necessary to drill their best targets, but they terminated the joint venture before proceeding.

No significant exploration work has been completed on the project since 2010.

Exploration and Development Plans

Since mining has recommenced in the district at the Golden Chest, the Company is currently re-evaluating the potential of the Toboggan Project. Along with other earlier stage exploration assets in the Company’s portfolio, NJMC will consider multiple options to realize value from this project.

Geology

The gold mineralization at the Toboggan Project is primarily hosted in the Prichard Formation. The gold is structurally controlled in nature, occurring in discrete high-grade quartz veins or within wider zones of brecciation. There is a spatial relationship between the best gold values and major structures in the district, such as the Murray Peak Fault, the Bloom Peak Fault, and the Niagara Fault. Some of the controlling structures may be related to the Idaho Fault, which hosts the high-grade gold being mined to the south at the Golden Chest Mine. Geochemically, the gold at Toboggan is often associated with tellurium and bismuth. Telluride minerals have also been observed by electron microprobe. Geologists have noted widespread potassic alteration and the presence of alkaline intrusive rocks; these characteristics are consistent with alkalic-related orogenic gold systems.

Reserves

There are currently no mineral reserves at the Toboggan Project as recognized by the SEC.

McKINLEY PROJECT

The McKinley Project is an early stage exploration project having no mineral reserves. It was acquired by the Company in December 2013 through the acquisition of Idaho Champion Resources (ICR) and includes the historic McKinley Gold Mine and various gold prospects located north of Riggins, Idaho.

Location

The project is located north of Riggins, Idaho and east of Lucile, Idaho. The total property position is almost 1,800 hectares (4,368 acres), including: a purchase option on the patented claims at the McKinley Mine (25 hectares or 62 acres); a much larger mineral lease (700 hectares or 1,728 acres); a group of unpatented mining claims (429 hectares or 1,060 acres); and additional lands with certain rights for access and surface disturbance (614 hectares or 1,518 acres). The project extends from 4 kilometers north of Riggins, Idaho northward for nearly 8 kilometers. While there is no electrical power on the property as yet, it is easily accessible by a series of public and private dirt roads from highway US 95.

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Property Ownership

The 25 hectares of patented mining claims that make up the McKinley Mine are held under a purchase option from a trust for a price of $285,000. The Company can perform certain due diligence, including exploration drilling, prior to the exercise date of November 18, 2015. The terms of the purchase require 10% to be paid on or before the exercise date with the remaining balance amortized over 15 years at a 5% interest rate with quarterly payments for 5 years followed by a balloon payment for the remaining balance. A previous lessee of the McKinley Mine (Ex. 10.5) is due a 1.0% to 2.0% NSR sliding scale royalty based on the price of gold, which is capped at a total of $500,000. Another 1,314 hectares of land is held through a lease, including total surface and some mineral rights, (Rupp Lease - Ex. 10.7) that requires an annual rental payment of $6,100; and if an ore reserve of 250,000 oz of gold is achieved, there is a 1% NSR royalty on future production less recoupment of capital costs. About 316 hectares (780 acres) of the mineral rights subject to the Rupp Lease royalty are held through unpatented claims that also require an annual claim fee payment to the U.S. BLM. During 2014, NJMC made a total of $19,000 in property option payments.

History of Operations

The McKinley Mine has four levels and approximately 1,190 meters (3,900 feet) of underground workings that remain in good condition. The area was first worked in 1891 with intermittent activity over the following decades by unknown operators. Hunt Energy explored the property in the late-1970s and 1980s, and Kennecott Exploration evaluated the property in the early 1990s. In the 1990s a lessee built a small mill but processed a very small quantity of material. The mill site burned in a 2012 forest fire that came through the area. There are other small historic mines on the property, one of which includes more than 360 meters (1,200 feet) of underground workings.

Present Condition and Work Completed on the Property

While the McKinley Project is an exploration project, the 1,190 meters of underground workings at the McKinley Mine are accessible and have facilitated exploration in three dimensions. There are two main levels separated by approximately 90 meters (300 feet) with two intermediate sublevels, all of which are connected by a series of sub-vertical raises. The Company and its recent predecessor, ICR, have completed underground sampling programs that included chip and channel sampling of mineralized areas. Recent results from the channel sampling program are summarized below (See Company news releases dated March 10, 2014 and March 25, 2014 for more detail):

·

9.0 meters averaging 17.47 gpt gold

o

including 1.5-meters  at 79.3 gpt gold

·

2.1 meters averaging 5.5 gpt gold

·

1.1 meters averaging 17.25 gpt gold

·

4.3 meters averaging 47 gpt gold

o

including 2.0 meters at 111 gpt gold

·

1.7 meters at 72 gpt gold

The weighted average grade of the continuous zones is based on the sample weights as reported by ALS Chemex. There is insufficient geological information to ascertain accurate orientations of veins and other structures, so the channel lengths reported above are likely not true widths across the vein system.

Pursuant to the encouraging results from trench sampling, the Company proceeded with a small core-drilling program. Working with support from Timberline Drilling Inc. and local fabricators, the team developed a highly portable custom drill that could be deployed in the confined space of historical underground workings.  While the length and angle of the drill holes was somewhat constrained, the drill did facilitate quality core samples of numerous underground targets.  NJMC reported results from a total of approximately 388 meters in 21 small diameter short drill holes (See Company news releases dated June 3, 2014 and January 2, 2015 for more details). Highlights from the drilling included:

·

2.5 meters averaging 43.7 gpt gold

·

3.5 meters averaging 18.5 gpt gold

o

including 0.7 meters of 85.3 gpt gold

·

0.8 meters averaging 15.8 gpt gold

Surface exploration work completed at the project included a ground magnetic survey, approximately 2.4 kilometers wide and 5.6 kilometers long, across the McKinley property. The survey appears to represent the mineralization at the McKinley Mine while indicating several potential target areas along the known trend, which includes several historic mines and prospects.

The Company spent $266,064 in 2014 on exploration work including small-diameter core drilling, geologic mapping, channel sampling, and underground surveying.

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Age, Modernization and Physical Condition of Plant and Equipment

There is no usable plant or associated equipment at the site, though, some junk equipment has been left at the site by a previous operator. There is no electrical energy available at the site.

Exploration and Development Plans

The Company will consider its next round of exploration on the McKinley Project based on its budget for exploration in 2015. The high-grade results achieved to date are encouraging, so the next phase of work will likely involve attempts to extend or enhance the higher grade intercepts.

Geology and Mineralization

The McKinley Project is located within the rocks of the Riggins and Seven Devils Groups of the Blue Mountains Island-Arc Complex. Rocks of the accreted Riggins Group and Seven Devils Terrane are widely considered to be the source of coarse gold found in the extensive historic placer operations near Lucile. The types of gold mineralization encountered in the rock samples, channel samples, and drill core from McKinley contain both coarse and microscopic gold, which is associated with low to moderate levels of geochemical pathfinder elements such as silver, arsenic, copper, cobalt, nickel, and others. The McKinley Project covers an extensive area of alteration/mineralization that can be classified as an orogenic gold model also known as quartz-carbonate vein type deposits.

Reserves

There are currently no mineral reserves at the McKinley Project as recognized by the SEC.

EASTERN STAR PROJECT

New Jersey Mining acquired the Eastern Star Property on April 18, 2014. It is a commercial sawmill site with adjacent patented lode and placer mining claims consisting of portions of the Red Elk Group, the Elk group, and the Wolverine Lode Mining Claim. It is an early stage exploration project with no mineral reserves consisting of approximately 90 hectares (220 acres) of patented mining claims.

Location

The property is located 6.5 kilometers west of Elk City Idaho on the South Fork of the Clearwater River along Idaho State Highway 14. There is no electrical power on the property, but it is easily accessible by improved dirt roads from the paved highway.

Property Ownership

NJMC acquired fee simple title to the property from Premium Exploration Inc. for a purchase price of $425,000. It had previously belonged to Green Future, an Idaho LLC. In accordance with the note, the Company has made two payments for a total of $250,818; and a final payment of $175,000 plus interest accrued on that payment at an annual rate of 5% is due on July 15^th, 2015. The payments that have been made have released the mortgage encumbering prorated portions of the property to the Company. The only remaining portion encumbered by the mortgage is the Red Elk Group of mining claims.

History of Operations

The property was operated as a saw mill until 2004 when the mill shut down. NJMC’s predecessor purchased the property and drilled 3 core holes, targeting a bulk minable gold deposit. Upon acquisition, NJMC completed an initial mapping and sampling program followed by approximately 670 meters (2,200 feet) of trenching. The Company’s objective is to evaluate the potential for high-grade gold-bearing quartz veins that led to limited historic production and patenting of the mineral claims on the property.  

Present Condition of Work Completed on the Property

Consistent with its status as an early stage exploration project with very limited modern exploration, NJMC conducted geologic mapping, sampling, and a modest trenching program during 2014. Company geologists identified a number of quartz veins that had been exploited by historic prospect pits and small shafts. Surface samples from these veins included some encouraging results, up to 69 gpt gold.

Since the rocks are deeply weathered on the property, geologists excavated some trenches to access fresher rock. The channel samples in the trenches intercepted notable gold mineralization, including contiguous samples up to 10.4m of 2.25 gpt gold and 6.4m of 7.97 gpt gold.  The latter interval included 4.3m of 11.34 gpt gold. Other trench samples included quartz vein related samples of 35.9, 30.6, 23.5, and 12.0 gpt gold.  

The Company invested $77,822 in exploration expenditures on the property in 2014.

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Exploration and Development Plans

The first season of field work returned some encouraging results, but it is too early to put these results in proper geological context, so the Company will consider additional mapping, sampling, and target generation during 2015 and beyond.

ITEM 3.  LEGAL PROCEEDINGS

On March 19, 2015, Crescent Silver, LLC, an affiliate of Hale Capital Partners, LP and minority owner of the New Jersey Mill Joint Venture, filed an action against the Company as manager of the mill, seeking damages for, among other claims, alleged breach of the Joint Venture Agreement in connection with meetings, programs, budgets, and the milling of ore from the Company’s properties. The plaintiff seeks damages in excess of $75,000, as claimed in the complaint, which was filed in the Federal District Court of Idaho.  While the outcome of any litigation is difficult to predict, the Company believes the claims are without merit and the Company is vigorously defending the lawsuit as manager of the New Jersey Mill Joint Venture.

ITEM 4.  MINE SAFETY DISCLOSURES

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the fiscal year ended December 31, 2014, the Company did not have a citation for a violation of mandatory health or safety standards that could significantly and substantially (S&S citation) contribute to the cause and affect a mine safety or health hazard under section 104 of the Federal Mine Safety and Health Act of 1977. There were no legal actions, mining-related fatalities, or similar events in relation to the Company’s United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Company's Common Stock currently trades on the OTCQB tier of the OTC Market under the symbol "NJMC". The following table sets forth the range of high and low bid prices as reported by the OTCQB for the periods indicated. These quotations represent inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

Year Ending December 31, 2014	High Bid	Low Bid
First Quarter	$0.15	$0.08
Second Quarter	$0.14	$0.08
Third Quarter	$0.15	$0.10
Fourth Quarter	$0.12	$0.06
Year Ending December 31, 2013	High Bid	Low Bid
First Quarter	$0.08	$0.05
Second Quarter	$0.06	$0.04
Third Quarter	$0.05	$0.04
Fourth Quarter	$0.08	$0.07

Shareholders

As of March 1, 2015 there were approximately 1,200 shareholders of record of the Company's Common Stock.

Dividend Policy

The Company has not declared or paid cash dividends or made distributions in the past and the Company does not anticipate that it will pay cash dividends or make distributions in the foreseeable future. The Company currently intends to retain and reinvest future earnings, if any, to finance its operations.

Transfer Agent

The transfer agent for the Company's Common Stock is Columbia Stock Transfer Company, 1869 E. Seltice Way Suite 292, Post Falls, Idaho 83854.

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Securities Authorized for Issuance Under Equity Compensation Plans

At a Board of Directors meeting on November 9, 2009, the Directors approved a compensation plan for the Board of Directors under which each Director receives 25,000 shares of unregistered Common Stock annually. In 2013, retiring directors were awarded shares in August valued at $1,000 and the remaining director Grant Brackebusch was awarded shares in December valued at $2,250.

In April 2014, the Company’s Board of Directors established a stock option plan to authorize the granting of stock options to officers, directors, consultants and employees. Upon exercise of the options, shares are issued from the available authorized shares of the Company.  The options plan includes only the options granted in 2014, with the understanding that the options granted will be made a part of a larger options plan adopted by the Company’s Board of Directors, and presented to shareholders for their approval at the Company’s next annual shareholder’s meeting.

On April 30, 2014, 2,250,000 options were granted to management, 750,000 options vested immediately and the remaining 1,500,000 vested at a rate of 750,000 each year on the anniversary for 2 additional years, and they expire after 3 years. Each option allows the holder to purchase one share of the Company’s stock at $0.10 prior to expiration. Utilizing the Black Scholes option pricing model, an expected life of three years, a risk free rate of 0.87%, and expected volatility of 161.30% compensation cost of $173,250 is associated with the options. Of this $115,896 was recorded as a general and administrative expense in 2014, at December 31, 2014 unrecognized compensation cost related to these options was $57,948 which is expected to be recognized over the next 1.25 years. All options expire on April 30, three years after their vest date.

On December 1, 2014, 500,000 options, which vested immediately, were granted to Patrick Highsmith in connection with employment as the Company’s President/CEO. These options expire after 2 years. Each option allows the holder to purchase one share of the Company’s stock at $0.11 prior to expiration. Utilizing the Black Scholes option pricing model, an expected life of two years, a risk free rate of 0.49%, and expected volatility of 158.10% compensation cost of $36,250 is associated with the options and was recorded as a general and administrative expense in 2014. These options expire December 1, 2016.

On December 12, 2014, 1,750,000 options were granted to management, 750,000 options vested immediately and the remaining 1,000,000 will vest on December 12, 2015.The options will expire 5 years after their corresponding vestment date. Each option allows the holder to purchase one share of the Company’s stock at $0.15 prior to expiration. Utilizing the Black Scholes option pricing model, an expected life of five years, a risk free rate of 1.65%, and expected volatility of 150.60%, a compensation cost of $116,153 is associated with the options. Of this, $49,780 was recorded as a general and administrative expense in 2014.  At December 31, 2014, unrecognized compensation cost related to these options was $66,373, which is expected to be recognized over the next year. All options expire on December 12, five years after their vest date.

	Number of Options		Exercise Prices
Balance January 1, 2014	0		0
Issued	4,500,000	$	0.10-0.15
Balance December 31, 2014	4,500,000	$	0.10-0.15
Exercisable at December 31, 2014	2,000,000	$	0.10-0.15

 No additional fees are paid for attendance at Board of Directors’ meetings, committee membership or committee chairmanship

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Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	0	0	0
Equity compensation plans not approved by security holders	4,500,000	$0.12	0
Total	4,500,000	$0.12	0

Occasionally, we pay for goods and services with restricted common stock. Our policy is to determine the fair value of the goods or services, and then issue the number of corresponding shares using the bid price for our common stock as quoted by the OTC Market.

Recent Sales of Unregistered Securities

For the year ended December 31, 2014, the Company issued 18,000,000 shares of restricted common stock for cash resulting in net proceeds of $1,485,000 and an average net proceed price of $0.083 per share. For the year ended December 31, 2013, the Company issued 150,000 shares of restricted common stock for director’s and officer’s fees, a value of $7,250 for an average of $0.048 per share was assigned to those shares. For the year ended December 31, 2013 the Company issued 714,286 shares for exploration services valued at $50,000 or $0.07 per share, 5,180,000 shares for mineral property lease and purchase agreements valued at $259,000 or $0.05 per share. Additionally, 22,000,000 shares of the Companies stock was issued for cash resulting in net proceeds of $1,000,000 and an average net proceed price of $0.045. See the statement of shareholders' equity (Item 8 Financial Statements) for a detailed list. The transactions were strictly limited to persons in the United States who met certain minimum financial (accredited investors) or sophistication requirements. In management’s opinion, the securities were issued pursuant to exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6.  SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

When we use the terms "New Jersey Mining Company," the "Company," "NJMC," "we," "us," or "our," we are referring to New Jersey Mining Company (the "Company") and its subsidiaries, unless the context otherwise requires.

Cautionary Statement about Forward-Looking Statements

This Report on Form 10-K includes certain statements that may be deemed to be "forward-looking statements." All statements, other than statements of historical facts, included in this Form 10-K that address activities, events or developments that our management expects, believes or anticipates will or may occur in the future are forward-looking statements. Such forward-looking statements include discussion of such matters as:

● The amount and nature of future capital, development and exploration expenditures;

● The timing of exploration activities; and

● Business strategies and development of our business plan.

20

Forward-looking statements also typically include words such as "anticipate," "estimate," "expect," "potential," "could" or similar words suggesting future outcomes. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, including such factors as the volatility and level of metal prices, currency exchange rate fluctuations, uncertainties in cash flow, expected acquisition benefits, exploration mining and operating risks, competition, litigation, environmental matters, the potential impact of government regulations, and other matters related to the mining industry, many of which are beyond our control. Readers are cautioned that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those expressed or implied in the forward-looking statements.

The Company is under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements.

Plan of Operation

The Company is operating a mineral processing plant near Kellogg, Idaho, conducting gold exploration in northern and central Idaho and evaluating new mining and milling opportunities around the western US. The Company’s financial strategy is to generate cash from milling fees, royalties, and possible future mine operations so as to minimize the need for financing in the capital markets. NJMC seeks to minimize costs and share risks by forming joint ventures, mineral lease arrangements, partnerships and other forms of agreements with qualified mining industry players. In recent examples, the Company has leveraged its property and mineral processing assets into joint ventures that brought exploration or development cash from partners. The strategy includes finding and developing mineral deposits of significant quality and quantity to justify investment in mining and mineral processing facilities. The Company’s primary focus is on gold with silver and base metals of secondary emphasis. The Company receives revenue for providing milling services, from royalties, and in management fees.

The Company’s focus during 2014 was on preparing for commencement of mining operations at the Golden Chest Mine by lessee, Gold Hill Reclamation and Mining Inc. In anticipation of processing ores from the Golden Chest Mine the Company invested in certain upgrades and expansions to the New Jersey Mill. The Company added a gravity processing circuit to the mill and expanded the tailings impoundment facility, among other minor modifications and adjustments. Gold Hill commenced construction and underground development during the third quarter of 2014, delivering the first ore to the New Jersey Mill in December of 2014.

During 2011 and 2012, the New Jersey mineral processing plant was expanded in order to process ore from the nearby Crescent silver mine. NJMC executed a definitive venture agreement with United Silver Corp (USC) and its subsidiary United Mine Services (UMS), owner of the Crescent mine, in January 2011. The plant was expanded from a processing rate of 4 tonnes/hr to 15 tonnes/hr. USC paid the expansion cost, which was $3.2 million. The joint venture agreement anticipated that USC would be entitled to process up to 7,000 tonnes per month from the Crescent Mine and NJMC would have rights for up to 3,000 tonnes per month of capacity during the processing of Crescent ores. Under the agreement, each party would pay its processing costs and NJMC will charge a management fee of $2.50/tonne. The plant was commissioned during 2012, but ore production from the Crescent Mine was curtailed by USC for economic reasons so the plant became idle in September 2012. The mill remained idle through 2013 and most of 2014, until commissioning its new upgrades in November of 2014 (See Company news release dated November 12, 2014).

In April 2014, Hale Capital Partners, through its subsidiary Crescent Silver LLC (“Crescent Silver”), acquired the assets of United Mine Services in a consensual foreclosure process. This transaction included the UMS stake in the New Jersey Mill JV. Hence, Crescent Silver is the Company’s current joint venture partner at the New Jersey Mill. Crescent Silver produced no ore during 2014.

The Company’s exploration efforts are focused on the Golden Chest Project and the newly acquired McKinley and Eastern Star Projects. Other exploration properties include the Toboggan and Coleman Mine.

The was no significant exploration work at the Golden Chest JV during the year, but the NJMC geological team has begun preparing a strategy to test near-mine targets outside the area of the Skookum Shoot mineral lease. Now that Gold Hill has built significant new infrastructure at Golden Chest, including a new modern portal, nearly a thousand meters of 4.5m by 4.5m development drifting, secondary escapeway and ventilation raises, the potential of exploration targets in proximity to that infrastructure may be notably enhanced.

21

NJMC geologists conducted limited programs at the McKinley and Eastern Star projects during 2014. The Company drilled just under 400 meters of small-diameter core from the underground workings at McKinley. The drill results returned several high-grade intersections that may warrant follow-up, including 2.5m of 43.7 gpt Au and 3.5m of 18.5 gpt Au. The McKinley Project is at a very early stage of exploration, but there are high-grade (+30 gpt Au) showings over more than 3.8 kilometers of prospecting on the 1,800-hectare (4,443 acres) project. See Company news release dated January 2, 2015.

During 2014, the Company also conducted limited exploration work at the Eastern Star Project in the Elk City District of central Idaho. The property is being acquired under a purchase option agreement with Premium Exploration Inc. In the first field season on the project, NJMC geologists collected rock samples and channel samples that included 11.34 gpt Au over 4.3 meters and 14.15 gpt over 0.9 meters. There has been no drilling at Eastern Star, so the project will require considerable additional work in order to assess its economic potential.

The Toboggan Project is a group of claims to the north of Golden Chest. Formerly joint ventured with Newmont Mining and including a lease agreement with Hecla Mining, the properties have seen well over $2.0 million in exploration investment in recent years. The gold prospects at Toboggan appear to be associated with alkalic intrusions and alteration is widespread.

At the Coleman underground mine, which is part of the New Jersey Mine and Mill property, the Company conducted no significant exploration during 2014, but Company geologists are currently evaluating the known gold-bearing veins and historic targets for their future potential. Now that the New Jersey Mill is processing ores from the Golden Chest Mine, the potential economics of nearby gold prospects may have improved.

Changes in Financial Condition

The Company maintains an adequate cash balance by increasing or decreasing its exploration expenditures as limited by availability of cash from operations or from financing activities. The cash balance at the end of 2014 was $336,525 compared to $636,127 at the end of 2013.

Results of Operations

There has been no significant Revenue during 2014 or 2013. The net loss for 2014 was $1,436,129 compared to a loss of $798,977 for 2013. The net loss increased in 2014 compared to 2013 because of increased exploration and milling activity.

The Company invested $274,144 in additional facilities at the mill in 2014 and plans to continue to process ore from the Golden Chest (Skookum Project) that started production in December 2014. The company received $200,000 in the fourth quarter from Juniper Resources to facilitate the startup process at the mill; those funds will be deducted from future milling payments made by Juniper to the Company. As of year-end 2014, the Company has no additional candidate projects for milling production, however it continues to conduct business development and exploration to generate future mill feed for New Jersey Mill.

In the fourth quarter of 2013 the Company acquired the initial property option on the McKinley Project for 5,000,000 shares of the Company’s stock at a value of $250,000. In 2014, the Company invested $266,064 on exploration, including $25,100 for purchase option extensions at the property.

The Company also spent $250,818 in 2014 for acquisition of the first two parcels of the Eastern Star Property and an additional $77,822 on exploration activities at the property.

The amount of money to be spent on exploration at the Company’s mines and prospects depends primarily on contributions of our joint venture partners, fundraising, and cash flow from the mill.

The audit opinion and notes that accompany our consolidated financial statements for the year ended December 31, 2014, disclose a ‘going concern’ qualification to our ability to continue in business. The accompanying consolidated financial statements have been prepared under the assumption that we will continue as a going concern. We are operating a start-up mineral processing operation, but we also remain an exploration stage company that has incurred losses since our inception. We do not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without seeing increased revenue from our milling operations, commencement of cash flow from our mineral royalty on the Golden Chest Mine, deferring payment on certain current liabilities, and/or raising additional funds. We believe that the going concern condition cannot be removed with confidence until the Company has entered into a business climate where the stability of our business is more assured.

22

We currently have no historical recurring source of revenue and our ability to continue as a going concern is dependent on our ability to profitably execute our business plan or raise capital to fund our future exploration and working capital requirements. Our plans for the long-term return to and continuation as a going concern include growing milling revenues, receipt of cash from the Golden Chest royalty, sales of our common stock and/or debt, and the eventual profitable exploitation of our mining properties.

Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about our ability to continue as a going concern.

Changes in Note Receivable

A short term note was extended to Premium Exploration in 2014 and secured by 69 unpatented claims in Stillwater County Montana.

Changes in Milling Receivables

Milling receivables increased in 2014 compared to 2013 because of receivables from Juniper Resources (Gold Hill) for milling in December 2014.

Changes in Other Current Assets

Other current assets increased in 2014 compared to 2013 because of an increase in payments for services to be received in 2015 which were paid in 2014.

Property Plant and Equipment

Property Plant and Equipment increased in 2014 compared to 2013 because of investment in the Eastern Star Property and the Mill.

Deposits

Deposits increased in 2014 compared to 2013 because of a deposit on a piece of milling equipment that existed at December 31, 2014.

Accounts Payable

Accounts payable increased in 2014 compared to 2013 because of increased activity including milling at the company.

Accrued Payroll and Related Payroll Expenses

Accrued payroll and related payroll expenses increased in 2014 compared to 2013 because of increased activity including milling at the company.

Account Payable Related Party

Accounts payable related party decreased in 2014 compared to 2013 because payments were made to Mine Systems Design whom is the holder of the note that comprises the related party balance.

Obligations under Capital Lease

Obligations under capital lease decreased because the remaining lease was paid off in 2014.

Milling Advance

The milling advance was a temporary advance from Juniper Resources at the end of 2014 to facilitate the mill startup costs for production.

Notes Payable Current

Notes payable current increased in 2014 compared to 2013 because of the note payable that is due in 2015 on the Eastern Star/Elk City property.

Asset Retirement Obligations

Asset retirement obligations increased in 2014 compared to 2013 because of reevaluation of the disturbances and costs associated with their remediation on the New Jersey property.

Non-controlling Interest

Non-controlling interest increased in 2014 because of investment in the GF&H Company.

Sales of Gold

Sales of Gold decreased in 2014 compared to 2013 because the remaining gold inventory was liquidated in 2013.

23

Joint Venture Management Fees

Joint venture management fee income decreased for 2014 compared to 2013 because of decreased drilling at the Golden Chest.

Milling

Milling expense increased in 2014 compared to 2013 because of the milling ramp up costs for the Skookum project.

Exploration

Exploration has increased for 2014 compared to 2013 because of increased activity at the McKinley and Eastern Star properties.

Net Loss (gain) on Sale of Equipment

Net loss (gain) on sale of equipment resulted in a net loss in 2014 because of the loss on sale of a core drill in 2014 compared to the net gain on sale of equipment in 2013.

Write Down of Mineral Property

The write down of mineral property in 2013 was a reduction in the capitalized amount for the New Jersey property to reflect lower gold prices.

Management

Management expenses have increase in 2014 compared to 2013 because of increased activity at the Company.

Professional Services

Professional Services expenses have increase in 2014 compared to 2013 because of increased activity at the Company.

General and Administrative

General and administrative expenses have increase in 2014 compared to 2013 because of increased activity at the Company.

Gain on Sale of Marketable Equity Security

Gain on sale of marketable equity security increased in 2014 because the Companies remaining shares in Gold Crest Mines were sold.

Distribution from Golden Chest LLC

The Distribution from Golden Chest LLC in 2013 was an advanced royalty payment received. No such payment was received in 2014.

Interest

Interest expense has decreased in 2014 compared to 2013 because a portion of 2014’s interest expense was capitalized as part of the mill expansion.

Equity in Loss of Golden Chest LLC

Equity in loss of Golden Chest LLC decreased in 2014 compared to 2013 because the Company reverted to the cost method of accounting for the venture.

Stock Based Compensation

Stock based compensation increased in 2014 compared to 2013 because of expenses associated with the award of options to directors which began in 2014.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

24

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

New Jersey Mining Company

We have audited the accompanying consolidated balance sheets of New Jersey Mining Company (“the Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of New Jersey Mining Company as of December 31, 2014 and 2013, and the results of its consolidated operations and comprehensive income (loss) and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has minimal revenues and incurred an accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DeCoria, Maichel & Teague, P.S.

Spokane, Washington

March 26, 2015

25

New Jersey Mining Company

Table of Contents

Page

Consolidated Balance Sheets, December 31, 2014 and 2013

  27

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended

   December 31, 2014 and 2013

  28

Consolidated Statement of Changes in Stockholders’ Equity for the years ended December 31,

   and 2013

  29

Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013

  30

Notes to Financial Statements

31-44

26

New Jersey Mining Company Consolidated Balance Sheets December 31, 2014 and 2013
		2014		2013
ASSETS
Current assets:
Cash and cash equivalents	$	336,525	$	636,127
Investment in marketable equity security at fair value (2013 cost-$3,869)		-		9,672
Joint venture receivables		55,021		61,143
Note receivable		58,386		-
Milling receivables		117,615		36,450
Other current assets		22,495		9,520
Total current assets		590,042		752,912
Property, plant and equipment, net of accumulated depreciation		5,654,199		4,908,724
Mineral properties, net of accumulated amortization		557,458		540,433
Deposit on equipment		12,480		-
Total assets	$	6,814,179	$	6,202,069
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	77,913	$	40,208
Accrued payroll and related payroll expenses		49,960		22,016
Note payable related party, short term		39,384		36,701
Obligations under capital lease, short term		-		26,367
Milling advance		200,000		-
Notes payable, short term		180,385		55,663
Total current liabilities		547,642		180,955
Asset retirement obligation		23,366		10,949
Note payable related party, long term		141,033		180,417
Notes payable, long term		148,288		193,880
Total long term liabilities		312,687		385,246
Total liabilities		860,329		566,201
Commitments (Note 4 and 6)		-		-
Stockholders’ equity:
Preferred stock, no par value, 1,000,000 shares authorized; no shares     issued or outstanding		-		-
Common stock, no par value, 200,000,000 shares authorized;    2014-91,760,148 and 2013-73,760,148 shares issued and outstanding		13,442,395		11,755,469
Accumulated deficit		(10,735,658)		(9,302,024)
Accumulated other comprehensive income:
Unrealized gain on marketable equity security		-		5,803
Total New Jersey Mining Company stockholders’ equity		2,706,737		2,459,248
Non-controlling interests		3,247,113		3,176,620
Total stockholders' equity		5,953,850		5,635,868
Total liabilities and stockholders’ equity	$	6,814,179	$	6,202,069

The accompanying notes are an integral part of these consolidated financial statements.

27

New Jersey Mining Company Consolidated Statements of Operations and Comprehensive Income (Loss) For the Years Ended December 31, 2014 and 2013
		December 31
		2014			2013
Revenue:
Sales of gold	$		-	$	21,049
Joint venture management fee income			373		8,890
Milling income			92,165		83,762
Total revenue			92,538		113,701
Costs and expenses:
Milling			310,309		82,544
Exploration			435,601		173,948
Net loss (gain) on sale of equipment			34,878		(108,208)
Net loss on sale of or abandonment of mineral property			-		109,000
Write down of mineral property			-		324,142
Depreciation and amortization			46,360		98,208
Management			331,517		54,443
Professional services			197,465		108,162
General and administrative expenses			199,465		60,756
Total operating expenses			1,555,595		902,995
Operating income (loss)			(1,463,057)		(789,924)
Other (income) expense:
Timber Expense			2,187		300
Royalties and other income			(19,809)		(26,032)
Gain on sale of marketable equity security			(24,741)		-
Distribution from Golden Chest LLC			-		(119,450)
Interest income			(1,859)		(256)
Interest expense			17,294		55,621
Equity in loss of Golden Chest LLC			-		99,500
Total other (income) expense			(26,928)		9,683
Income tax (provision) benefit
Net loss	$		(1,436,129)	$	(798,977)
Net loss attributable to non-controlling interests			2,495		6,804
Net loss attributable to New Jersey Mining Company			(1,433,634)		(792,173)
Other comprehensive loss:
Net loss	$		(1,436,129)	$	(798,977)
Unrealized gain (loss) on marketable equity security			18,938		(10,589)
Reclassification of realized gain on marketable equity security			(24,741)		-
Comprehensive loss			(1,441,932)		(809,566)
Comprehensive loss attributable to non-controlling interests			2,495		6,804
Comprehensive loss attributable to New Jersey Mining Company	$		(1,439,437)	$	(802,762)
Net loss per common share-basic and diluted	$		0.02	$	0.02
Weighted average common shares outstanding-basic and diluted			83,475,216		50,212,993

The accompanying notes are an integral part of these consolidated financial statements.

28

New Jersey Mining Company Consolidated Statement of Changes in Stockholders' Equity For the Years Ended December 31, 2014, and 2013
	Common Stock				Accumulated		Comprehensive		Non-Controlling		Stockholders’
	Shares		Amount		Deficit		Income (loss)		Interests		Equity
Balance December 31, 2012	45,515,862	$	10,439,219	$	(8,509,851)	$	16,392	$	3,151,415	$	5,097,175
Contribution from non-controlling interest in Mill JV	-		-		-		-		32,009		32,009
Issuance of common stock and warrants for:
Cash, net of offering costs	22,200,000		1,000,000		-		-		-		1,000,000
Management and directors fees	150,000		7,250		-		-		-		7,250
Exploration	714,286		50,000		-		-		-		50,000
Mineral property agreement	5,180,000		259,000		-		-		-		259,000
Unrealized gain (loss) in marketable equity security	-		-		-		(10,589)		-		(10,589)
Net loss attributable to non-controlling interest	-		-		-		-		(6,804)		(6,804)
Net loss attributable to the Company	-		-		(792,173)		-		-		(792,173)
Balance, December 31, 2013	73,760,148		11,755,469		(9,302,024)		5,803		3,176,620		5,635,868
Contribution from non-controlling interest in Mill JV	-		-		-		-		22,988		22,988
Allocation of fair value of non-controlling interest in GF&H	-		-		-		-		50,000		50,000
Issuance of common stock and warrants for cash net of offering costs	18,000,000		1,485,000		-		-		-		1,485,000
Stock options granted to directors	-		201,926		-		-		-		201,926
Other comprehensive loss	-		-		-		(5,803)		-		(5,803)
Net loss attributable to non-controlling interest	-		-		-		-		(2,495)		(2,495)
Net loss attributable to the Company	-		-		(1,433,634)		-		-		(1,433,634)
Balance, December 31, 2014	91,760,148	$	13,442,395	$	(10,735,658)	$	-	$	3,247,113	$	5,953,850

The accompanying notes are an integral part of these consolidated financial statements.

29

New Jersey Mining Company Consolidated Statements of Cash Flows For the Years Ended December 31, 2014 and 2013
	December 31,
	2014		2013
Cash flows from operating activities:
Net loss	$	(1,436,129)	$	(798,977)
Adjustments to reconcile net loss to net cash (used) by operating activities
Depreciation and amortization		46,360		98,208
(Gain) loss on sale of equipment		34,878		(108,208)
Gain on sale of marketable equity security		(24,741)
Write-down of good will, investment, and mineral property				433,142
Accretion of asset retirement obligation		(4,608)		1,152
Equity in loss of Golden Chest LLC				99,500
Stock based compensation		201,927
Common stock issued for
Management and directors fees				7,250
Exploration expense				50,000
Change in:
Joint venture receivables		6,122		(48,619)
Milling receivables		(81,165)		(36,450)
Other current assets		(12,975)		3,640
Inventory				19,464
Accounts payable		37,706		(7,336)
Accrued payroll and related payroll expense		27,944		15,209
Account payable Marathon Gold				(62,500)
Net cash (used) by operating activities		(1,204,681)		(334,525)
Cash flows from investing activities:
Purchases of property, plant and equipment		(600,869)		(10,084)
Purchase of controlling interest in GF&H		(100,000)
Purchase of mineral property				(4,500)
Proceeds from sale of mineral property		10,000		24,000
Contributions to Golden Chest LLC				(99,500)
Note Receivable		(58,386)
Proceeds from sale of marketable equity security		28,610
Proceeds from sale of equipment		76,676		112,000
Net cash provided (used) by investing activities		(643,970)		21,916
Cash flows from financing activities:
Sales of common stock and warrants, net of issuance costs		1,485,000		1,000,000
Principal payments on notes payable		(95,870)		(55,492)
Principal payments on capital lease		(26,367)		(32,009)
Milling advance		200,000
Principal payments on note and other payables, related party, net		(36,701)		(5,722)
Proceeds from non-controlling interest, net		22,987		32,009
Net cash provided by financing activities		1,549,049		938,786
Net change in cash and cash equivalents		(299,602)		626,177
Cash and cash equivalents, beginning of year		636,127		9,950
Cash and cash equivalents, end of year	$	336,525	$	636,127
Supplemental disclosure of cash flow information
Interest paid in cash, net of amount capitalized	$	17,294	$	55,621
Non-cash investing and financing activities:
Common stock issued for mineral properties			$	259,000
Debt relieved from sale of equipment			$	10,636
Non-controlling interest in GF&H Company	$	50,000
Purchase of property with note payable	$	175,000

The accompanying notes are an integral part of these consolidated financial statements.

30

New Jersey Mining Company

Notes to Financial Statements

1.  Description of Business

New Jersey Mining Company (“the Company”) was incorporated as an Idaho corporation on July 18, 1996. The Company's primary business is exploring for and developing gold, silver, and base metal mineral resources in the Greater Coeur d’Alene Mining District of North Idaho and extending into Western Montana. It is currently evaluating new mineral investment and development opportunities in the western United States. The Company is currently focused on advanced stage exploration and development assets that could be developed into near-term cash flow. During late 2014, one of its mineral properties saw a new mine developed and put into production by a lessee. The New Jersey Mill was also put into production in 2014 to process ore from the Golden Chest Mine. The mine and mill are expected to ramp up to full production during the first half of 2015.

In the past, the Company has done minor production runs at its mill from high grade deposits located near the surface with the strategy to generate cash to be used for additional exploration to discover major mineral deposits on its properties. The Company has not yet developed sufficient reserves to justify investment in a major mine, thus it remains in the exploration stage.

2.  Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries, the New Jersey Mill Joint Venture (“NJMJV”) and GF&H Company (“GF&H”). Intercompany accounts and transactions are eliminated.  The Company owns less than 100% and controls both NJMJV and GF&H.  The portion of both of these entities owned by other investors is presented as non-controlling interests.

Accounting for Investments in Joint Ventures

For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee.

For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties, the equity method is utilized whereby the Company’s share of the ventures’ earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in joint ventures for impairment.  If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.

At December 31, 2014 and December 31, 2013, the Company’s percentage ownership and method of accounting for each joint venture is as follows:

	December 31, 2014			December 31, 2013
Joint Venture	% Ownership	Significant Influence?	Accounting Method	% Ownership	Significant Influence?	Accounting Method
New Jersey Mill Joint Venture(“NJMJV”)	66%	Yes	Consolidated	66%	Yes	Consolidated
Golden Chest LLC Joint Venture (“GCJV”)	48%	No	Cost	48%	No	Cost

Non-controlling Interests in Consolidated Financial Statements

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company’s equity. Non-controlling interests consist of the amount of those interests at the date of the original acquisition and the non-controlling investor’s share of changes in equity since that date.

31

New Jersey Mining Company

Notes to Financial Statements

2.  Summary of Significant Accounting Policies, continued

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for items such as depreciation lives and methods, potential impairment of long-lived assets, deferred income taxes, estimation of asset retirement obligations and reclamation liabilities. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized when title and risk of ownership of metals or metal bearing concentrate have passed and collection is reasonably assured. Revenue from the sale of metals may be subject to adjustment upon final settlement of estimated metal prices, weights and assays, and are recorded as adjustments to revenue in the period of final settlement of prices, weights and assays; such adjustments are typically not material in relation to the initial invoice amounts. Revenue received from drilling and exploration contracts with third parties is recognized when the contract has been established, the services are rendered and collection of payment is deemed probable. These services are not a part of normal operations. Income received as the operator of the Company's joint ventures is recognized in the months during which those operations occur. Revenue received from engineering services provided is recognized when services are rendered and collection of payment is deemed probable. These services are not a part of normal operations. Revenues from mill operations and custom milling are recognized in the period in which the milling is performed and collection of payment is deemed probable.

Income Taxes

Income taxes are accounted for under the liability method. Under this method deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are expected to be paid or recovered. A valuation allowance is recorded to reduce the deferred tax assets, if there is uncertainty regarding their realization.

Fair Values of Financial Instruments

The Company discloses the following information for each class of assets and liabilities that are measured at fair value:

1.

the fair value measurement;

2.

the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3);

3.

for fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following:

a.

total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earnings are reported in the statement of operations;

b.

the amount of these gains or losses attributable to the change in unrealized gains or losses relating to those assets or liabilities still held at the reporting period date and a description of where those unrealized gains or losses are reported;

c.

purchases, sales, issuances, and settlements (net); and

d.

transfers into and/or out of Level 3.

4.

the amount of the total gains or losses for the period included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of operations; and

5.

in annual periods only, the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period.

The table below sets forth the Company’s financial assets that were accounted for at fair value on a recurring basis as of December 31, 2014 and 2013:

	Balance at December 31, 2014	Balance at December 31, 2013	Hierarchy Level
Investments in marketable equity securities	$0.00	$9,672	Level 1

32

New Jersey Mining Company

Notes to Financial Statements

2.  Summary of Significant Accounting Policies, continued

The carrying amounts of financial instruments including cash and cash equivalents, reclamation bonds, milling advance, note payable to related party, obligations under capital lease and notes payable approximate their fair values.

Investment in Marketable Equity Securities

Marketable equity securities are classified as available for sale and are valued at fair value which is the market price. Realized gains and losses on the sale of securities are recognized on a specific identification basis. Unrealized gains and losses are included as a component of accumulated other comprehensive income (loss), unless an other than temporary impairment in value has occurred, which would then be charged to current period net income (loss).

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing the net amount by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. For the years ended December 31, 2014 and 2013, the effect of the Company’s potential issuance of shares from the exercise of 21,200,000 and 11,000,000 warrants, respectively, and 4,500,000 stock options in 2014 would have been anti-dilutive. Accordingly, only basic net loss per share has been presented. Outstanding warrants and options are discussed in detail in Note 9 of the financial statements.

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2014 financial statement presentation. Reclassifications had no effect on net loss, stockholders' equity, or cash flows as previously reported.

Cash and Cash Equivalents

The Company considers cash in banks and other deposits with an original maturity of three months or less when purchased to be cash and cash equivalents.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are based on the estimated useful lives of the assets and are computed using straight-line or units-of-production methods. The expected useful life of most of the Company’s buildings is up to 50 years and equipment life expectancy ranges between 2 and 10 years. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in operations.

Mineral Properties

Significant payments related to the acquisition of mineral properties, mineral rights, and mineral leases are capitalized.

If a commercially mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based on proven and probable reserves. If no commercially mineable ore body is discovered, or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value.

Mine Exploration and Development Costs

The Company expenses exploration costs as such in the period they occur. Mine development costs are capitalized as deferred development costs after proven and probable reserves have been identified. Amortization of deferred development costs is calculated using the units-of-production method over the expected life of the operation based on the estimated recoverable mineral ounces.

Claim Fees

Unpatented claim fees paid at time of staking are expensed when incurred. Recurring renewal fees which are paid annually are recorded as prepaid and expensed over the course of the year.

33

New Jersey Mining Company

Notes to Financial Statements

2.  Summary of Significant Accounting Policies, continued

Impairment of Properties

The Company evaluates the carrying amounts of its mineral properties, including deferred development costs, for impairment whenever events and circumstances indicate the carrying value may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. Estimated undiscounted future net cash flows from each mineral property are calculated using estimated future production, three year average metals prices, operating capital and costs, and reclamations costs. An impairment loss is recognized when the estimated future cash flows (undiscounted and without interest) expected to result from the use of an asset are less than the carrying amount of the asset. The Company’s estimates of future cash flows are subject to risks and uncertainties. It is reasonably possible that changes in estimates could occur which may affect the expected recoverability of the Company’s investments in mineral properties.

Property Evaluations

The Company evaluates the carrying amounts of its mineral properties, including deferred development costs, for impairment whenever events and circumstances indicate the carrying value may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. Estimated undiscounted future net cash flows from each mineral property are calculated using estimated future production, three year average metals prices, operating capital and costs, and reclamations costs. An impairment loss is recognized when the estimated future cash flows (undiscounted and without interest) expected to result from the use of an asset are less than the carrying amount of the asset. The Company’s estimates of future cash flows are subject to risks and uncertainties. It is reasonably possible that changes in estimates could occur which may affect the expected recoverability of the Company’s investments in mineral properties.

Asset Retirement Obligations and Remediation Costs

Mineral properties are subject to standards for mine reclamation that have been established by various governmental agencies. Asset retirement obligations are related to the retirement of the mine when a contractual obligation has been established, if a reasonable estimate of fair value can be determined. These obligations are initially measured at fair value with the resulting cost capitalized at the present value of estimated reclamation costs. An asset and a related liability are recorded for the fair value of these costs. The liability is accreted and the asset amortized over the life of the related asset. Adjustments are made for changes resulting from either the timing or amount of the original estimate underlying the obligation. If there is an impairment to an asset’s carrying value and a decision is made to permanently close the property, changes to the liability are recognized and charged to the provision for closed operations and environmental matters. The Company records liability for remediation costs when a reasonable estimate of fair value can be determined. In accordance with ASC 410-30 Asset Retirement and Environmental Obligations remediation costs are not discounted.

Reclamation Bonds

Various laws and permits require that financial assurances be in place for certain environmental and reclamation obligations and other potential liabilities. There is currently no balance being carried for any reclamation bonds.

Share Based Compensation or Payments

All transactions in which goods or services are received for the issuance of shares of the Company’s common stock are accounted for based on the fair value of the consideration received or the fair value of the common stock issued, whichever is more reliably measurable. We estimate the fair value of our stock-based compensation using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected life”), the estimated volatility of our common stock price over the expected term (“volatility”), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. The value of common stock awards is determined based upon the closing price of our stock on the date of the award.

34

New Jersey Mining Company

Notes to Financial Statements

2.  Summary of Significant Accounting Policies, continued

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-10 (“the ASU”).  This update changes the requirements for disclosures as they relate to exploration stage entities.  The ASU specifies that the ‘inception-to-date’ information is no longer required to be presented in the financial statements of an exploration stage entity.  The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2014 and interim periods thereafter, with early application permitted for any financial statements that have not yet been issued.  The Company elected to apply the amendments effective with the second quarter of 2014.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of ASU No. 2014-15 on the Company’s consolidated financial statements once adopted.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

3.  Going Concern

As shown in the accompanying financial statements, the Company had minimal revenue and a net loss of 1,436,129 in 2014 as well as a Cash and Cash Equivalents balance of $336,525 at December 31, 2014. These factors raise doubt about the Company’s ability to continue as a going concern.

However, the Company has put the New Jersey Mill into production and is proceeding through the ramp-up period of a start-up mining and milling operation. Subsequent to the year end, the Company has generated revenue from increased rates of milling ores from the Golden Chest Mine.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue its operations.

4.  Note Receivable

On September 30, 2014 the Company loaned $58,386 to Premium Exploration (USA) Inc under a convertible promissory note. The note carries simple interest at 8% and matures on August 1, 2015 at which time the principal and interest is due. At any time prior to expiration the note is convertible to shares of Premium Exploration Inc.

35

New Jersey Mining Company

Notes to Financial Statements

5.  Property, Plant and Equipment

Property, plant and equipment at December 31, 2014 and 2013, consisted of the following:

		2014		2013
Mill land	$	225,289	$	225,289
Mill building		536,193		522,786
Milling equipment		4,001,771		3,716,011
		4,763,253		4,464,086
Less accumulated depreciation		(152,151)		(144,236)
Total mill		4,611,102		4,319,850
Building and equipment at cost		252,348		495,037
Less accumulated depreciation		(216,926)		(348,021)
Total building and equipment		35,442		147,016
Land		1,007,675		441,858
Total	$	5,654,199	$	4,908,724

During the year ended December 31, 2014 $25,021 in interest was capitalized in conjunction with the mill expansion project. No interest was capitalized in 2013.

During the year ended December 31, 2014 the Company disposed of a pick-up with $5,930 total cost basis that was fully depreciated for salvage; no income or loss was recorded. A drill with a cost basis of $265,316, which was partially depreciated, was sold for $66,826 and a loss on sale of equipment was recorded for $34,878. Also, a ball mill with a historical cost of $9,850 was sold by the NJMJV for an $850 loss. During the year ended December 31, 2013, the Company sold a drill and an excavator with a total cost basis of $240,055 for $112,000.

Since both pieces of equipment were fully depreciated at the time of sale, a gain on sale of equipment of $112,000 was recorded in the consolidated statement of operations.

During the year ended December 31, 2012, a lease agreement was entered into with Hecla Mining Company on the Company’s Little Baldy land holding. Under the agreement, Hecla has paid $10,000 and $24,000 in 2014 and 2013, respectively, to the Company for the option to obtain NJMC’s interest in the land. The Company has recorded these farm-out receipts as a reduction in the carrying value of the land for the years ended December 31, 2014 and 2013.

For year ended December 31, 2013, milling and other equipment include assets under capital lease amounting to $91,625. The lease is being amortized over its terms. Accumulated amortization at December 31, 2014 and 2013 was $91,625 and $65,258, respectively. The lease was concluded in September 2014 and the equipment title was transferred to the Company for no additional consideration.

During the year ended December 31, 2014, the Company entered into a purchase and sale agreement to acquire the Eastern Star Elk City property for $425,000. The deal called for a down payment of $125,000 and a promissory note for the balance at 5% per annum. As scheduled, the next payment of $125,000 was made on August 15, 2014. Final payment of $175,000 is due on July 15, 2015.

36

New Jersey Mining Company

Notes to Financial Statements

6.  Notes Payable

At December 31, 2014 and 2013 notes payable are as follows	2014		2013
2011 Dodge pickup 36 month note payable, 0.00% interest rate, collateralized by pickup, monthly payments of $740	$		$	1,479
Hagby Diamond Drill 36 month note payable, 6.9% interest rate payable monthly, collateralized by drill and guaranteed by former President Fred Brackebusch and Vice President Grant Brackebusch, monthly payments of $3,962				83,344
Property with shop 36 month note payable, 4.91% interest rate payable monthly, remaining principal of note due in one payment at end of term, monthly payments of $474		46,337		49,800
Property, 15 month note payable, 5% interest per annum, collateralized by property, one remaining payment of $175,000		175,000
Property 39 month note payable, 5.0% interest rate payable monthly, collateralized by property, monthly payments of $1,000				5,997
Property 120 month note payable, 11.0% interest rate payable monthly, remaining principal of note due in one payment at end of term, collateralized by property, monthly payments of $1,122		107,336		108,923
Total notes payable		328,673		249,543
Due within one year		180,385		55,663
Due after one year	$	148,288	$	193,880

Maturities of debt outstanding at December 31, 2014 are as follows:

2015	180,385
2016	44,704
2017	2,207
2018	2,462
2019	2,747
Thereafter	96,168
Total	328,673

7.  Mineral Properties

Mineral properties and deferred development costs are as follows:

		December 31, 2014		December 31, 2013
New Jersey	$	288,365	$	271,340
McKinley		250,000		250,000
Silver Button/Roughwater		25,500		25,500
Toboggan		5,000		5,000
Less accumulated amortization		(11,407)		(11,407)
Total	$	557,458	$	540,433

New Jersey

The Coleman property is located at the New Jersey Mine area of interest and consists of 62 acres of patented mining claims, mineral rights to 108 acres of fee land, and approximately 130 acres of unpatented mining claims. The Coleman property was acquired in October 2002. At December 31, 2014 and 2013 the balance includes asset retirement costs of $23,365 and $6,340 respectively.

37

New Jersey Mining Company

Notes to Financial Statements

7.  Mineral Properties, continued

McKinley

The McKinley Project is an exclusive exploration and mining lease which covers several historic mines and prospects, including the McKinley Mine, Ibex Mine, and Big Easy Mine, on private land located in central Idaho near the town of Lucile. On December 31, 2013, NJMC received all rights and agreements, intellectual property, historic and recent due diligence, surveys and maps, along with a 12-month option to purchase the historic McKinley Mine, located on 62 acres within the overall land package. The option to purchase the McKinley mine has been extended by an additional 12 months to November 18, 2015.

Silver Button/Roughwater

The Silver Button claim is the remaining property of the ten claims acquired from Roughwater Mining Company. During 2005, the other nine Roughwater unpatented claims were dropped. In 2001, the Company purchased the property through the issuance of 255,000 shares of its common stock to Roughwater Mining Company. The shares were valued at $0.10 per share, for a total acquisition cost of $25,500.

Toboggan

Toboggan is a gold and silver exploration project consisting of five claims covering 100 acres of federal land administered by the U.S. Forest Service. In 2001, the Company issued 50,000 shares of stock to an individual to acquire the property. The shares were valued at $0.10 per share for a total acquisition cost of $5,000.

8.  Asset Retirement Obligation

The Company has established asset retirement obligations associated with the ultimate closing of its properties. Below is a reconciliation as of December 31, 2014 and 2013 of the Company’s asset retirement obligations. The estimated reclamation costs were discounted using a credit adjusted, risk-free interest rate of 5.4% and 5.6% in 2014 and 2013 respectively.

		2014		2013
Balances at January 1	$	10,949	$	9,797
Accretion expense (true up of)		(4,608)		1,152
Incurred		17,025
Balance December 31	$	23,366	$	10,949

9.  Mining and Milling Venture Agreements

Golden Chest LLC (“GCJV”)

In December of 2010, a limited liability company (LLC) was formed between the Company and Marathon Gold USA (MUSA). MUSA’s contribution to GCJV was $4,000,000 paid in installments ending on November 30, 2011. The Company contributed to GCJV all of its interests in the Golden Chest Mine, including unpatented claims and some mining equipment. At inception, GCJV purchased the patented mining claims for $3.75 million with $500,000 paid at closing in December 2010 and the remainder due under a Promissory Note and Mortgage at the rate of $500,000 per year with quarterly payments and the $250,000 balance due in the seventh and final year. The note is collateralized by a first mortgage on the claims. Funding in 2012 and future funding for the venture is being paid by each partner at a percentage equal to their ownership, which in 2012 and through June of 2013 was 50 percent per partner. In May and June of 2013, the Company elected not to participate in some funding calls resulting in dilution of its ownership interest in GCJV. During the year ended December 31, 2012 the Company began accounting for the GCJV using the equity method because significant influence was obtained during the year. After dilution of its share in 2013, significant influence was no longer possessed and accounting for the Joint Venture reverted back to the cost method.

38

New Jersey Mining Company

Notes to Financial Statements

9.  Mining and Milling Venture Agreements, continued

On September 3, 2013, GCJV signed a lease agreement with Juniper Resources, LLC (Juniper) of Boise, Idaho for a defined portion of the Golden Chest mine property. The lease with Juniper calls for an initial payment of $50,000 to GCJV, which was received, and a work requirement of 1,500 to 3,000 meters of core drilling which was completed during 2014. Juniper signed the lease and made a payment of $200,000 to GCJV at the end of November 2013. Juniper is required to make land payments of $125,000 per quarter on the promissory note on behalf of GCJV. Additionally, Juniper will pay a 2% net smelter royalty to GCJV on all gold production from the leased area with the $250,000 initial payments treated as an advance on this royalty. The lease was subsequently assigned to Gold Hill Reclamation and Mining Inc., an affiliated company. The lease has a term of 39 months. Gold Hill began shipping ore in the 4^th quarter of 2014 and 1,922 tonnes were processed at the New Jersey Mill.

Accounts receivable from GCJV are a part of normal operations which include operating costs, payroll, drilling costs, and drilling income; GCJV has contracted drilling services with NJMC as needed. As of December 31, 2014 and 2013, an account receivable existed with GCJV for $21,175 and $19,802 respectively. In addition, income and expense items for the twelve month period ended December 31, 2014 and 2013 related to MUSA and GCJV were as follows:

		2014		2013
Joint venture management fees income	$	373	$	8,890
Drilling and exploration contract expense		-		154
Equity in loss of GCJV (through June 30, 2013)		-		99,500
Distribution from GCJV		-		119,450

New Jersey Mill Venture Agreement

In January 2011, the New Jersey Mill Venture agreement was signed by the Company and United Mine Services, Inc. (UMS) relating to the New Jersey mineral processing plant. To earn a 35 percent interest in the venture, UMS provided $3.2 million funding to expand the processing plant to 15 tonnes/hr. The Company is the operator of the venture and charges operating costs to UMS for milling its ore up to 7,000 tonnes/month, retain a milling capacity of 3,000 tonnes/month, and as the operator of the venture receive a fee of $2.50/tonne milled.

UMS subsequently dissolved and its interest in the mill was transferred to Crescent Silver, LLC (Crescent).

As of December 31, 2014 and 2013, an account receivable existed with the Mill Joint Venture and UMS for $33,846 and $41,341 respectively.

During the years ended December 31, 2013 and 2014 the mill processed 5,402 and 1,923 tonnes of ore respectively. These ores were from the Crescent Mine owned by Crescent, the Golden Chest Mine owned by GCJV, and some contract milling ore from an outside source. Currently, the mill is processing ore from the GCJV’s Golden Chest Mine property, which is being mined under an agreement with Gold Hill. To facilitate the startup costs for milling of the Golden Chest ore, Gold Hill advanced $200,000 interest-free to NJMC on November 7, 2014, at the beginning of the ramp –up phase. These funds will be deducted from milling receipts over a six month period, commencing in Q2 of 2015.

39

New Jersey Mining Company

Notes to Financial Statements

10.  Income Taxes

The Company did not recognize a provision (benefit) for income taxes for the years ended December 31, 2014 and 2013.

At December 31, 2014 and 2013, the Company had deferred tax assets principally arising from the net operating loss carry forwards for income tax purposes multiplied by an expected rate of 40%. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax assets, a valuation allowance equal to the deferred tax asset has been established at December 31, 2014 and December 31, 2013. The significant components of the deferred tax asset at December 31, 2014 and 2013 were as follows:

		December 31,		December 31,
		2014		2013
Deferred tax asset
Net operating loss carry forward	$	3,995,000	$	3,546,000
Exploration/development		834,000		746,000
Asset retirement obligation/accrual		9,000
Lease income		23,000		19,000
Acquisition of mineral interest		(90,000)
Total deferred tax assets		4,771,000		4,311,000
Valuation allowance		(4,171,000)		(3,778,000)
Net		600,000		533,000
Deferred tax liabilities
Property, plant, and equipment		(600,000)		(533,000)
Total deferred tax liabilities		(600,000)		(533,000)
Net deferred tax asset	$	0	$	0

At December 31, 2014 and 2013 the Company had net operating loss carry forwards of approximately $9,987,000 and $8,865,000 respectively for both federal and the state of Idaho, which expire in the years 2017 through 2033.

The income tax benefit shown in the financial statements for the years ended December 31, 2013 and 2012 differs from the statutory rate as follows:

	December 31, 2014		December 31, 2013
Provision (benefit) at statutory rate	$	(499,000)	$	(348,000)
State taxes, net of federal taxes		(71,000)		(37,000)
Affect prior year restatement/adjustments		177,000
Increase (decrease) in valuation allowance		393,000		385,000
Total provision (benefit)	$	0	$	0

We are open to examination of our income tax filings in the United States and state jurisdictions for the 2012 through 2014 tax years. In the event that the Company is assessed penalties and or interest, penalties will be charged to other operating expense and interest will be charged to interest expense. Certain tax positions taken in the 2012 through 2014 tax years could result in minor adjustments to our exploration and development costs for tax purposes. However, these adjustments would not result in a tax provision, but only revise to the net operating loss carry forward balance.

40

New Jersey Mining Company

Notes to Financial Statements

11.  Equity

The Company has authorized 200,000,000 shares of no par common stock at December 31, 2014 and 2013. In addition, the Company has authorized 1,000,000 shares of no par preferred stock, none of which had been issued at December 31, 2014 or 2013.

Stock Purchase Warrants Outstanding

Transactions in common stock purchase warrants for the year ended December 31, 2014 and 2013, are as follows:

	Number of Warrants		Exercise Prices
Balance December 31, 2012	5,961,550	$	0.30
Issued in connection with private placement	11,000,000		0.15
Expired	(5,961,550)		0.30
Balance December 31, 2013	11,000,000		0.15
Issued in connection with private placement	10,200,000	$	0.10-0.20
Balance December 31, 2014	21,200,000	$	0.10-0.20

These warrants expire as follows:

Shares	Exercise Price	Expiration Date
11,000,000	$0.15	May 31, 2015
3,000,000	$0.15	March 4, 2017
6,000,000	$0.20	August 11, 2017
1,200,000	$0.10	August 11, 2019

Stock Options

In April 2014 the Board of Directors of the Company established a stock option plan to authorize the granting of stock options to officers and employees. Upon exercise of the options shares are issued from the available authorized shares of the Company.

On April 30, 2014, 2,250,000 options were issued to management, 750,000 options vested immediately and the remaining 1,500,000 vested at a rate of 750,000 each year on the anniversary for 2 additional years, and they expire after 3 years. Each option allows the holder to purchase one share of the Company’s stock at $0.10 prior to expiration. Utilizing the Black Scholes option pricing model, an expected life of three years, a risk free rate of 0.87%, and expected volatility of 161.30% compensation cost of $173,844 is associated with these options. Of this $115,896 was recorded as a general and administrative expense in 2014. The remaining compensation costs of $57,948 is expected to be recognized over the next 1.5 years. All options expire on April 30 three years after their vest date.

On December 31, 2014, 500,000 options which vested immediately and expire after two years were issued to R Patrick Highsmith in connection with his hiring as the Company’s President and CEO. Each option allows the holder to purchase one share of the Company’s stock at $0.11 prior to expiration. Utilizing the Black Scholes option pricing model, an expected life of two years, a risk free rate of 0.49%, and expected volatility of 158.10% compensation cost of $36,250 is associated with these options and was recorded as a general and administrative expense in 2014.

On December 12, 2014, 1,750,000 options were issued to management, 750,000 options vested immediately and the remaining 1,000,000 vested after one year. The options expire after 5 years. Each option allows the holder to purchase one share of the Company’s stock at $0.15 prior to expiration. Utilizing the Black Scholes option pricing model, an expected life of five years, a risk free rate of 1.65%, and expected volatility of 150.60% compensation cost of $116,153 is associated with these options. Of this $49,780 was recorded as a general and administrative expense in 2014. The remaining compensation costs of $66,373 is expected to be recognized over the next year. All options expire on December 12 five years after their grant date.

41

New Jersey Mining Company

Notes to Financial Statements

11.  Equity, continued

	Number of Options	Exercise Prices
Balance January 1, 2014	0	0
Issued	4,500,000	$0.10-0.15
Outstanding December 31, 2014	4,500,000	$0.10-0.15
Exercisable at December 31, 2014	2,000,000	$0.10-0.15

Outstanding options had no intrinsic value at December 31, 2014.

Common Stock issued for Management and Directors Fees

During 2013 the Company issued 150,000 shares of its restricted common stock for management and directors fees. The Company recorded expense of $7,250 based upon fair value of the shares issued.

Common Stock issued For Cash

The Company initiated a private placement in September of 2013. Each unit consisted of 1 share of the Company’s common stock and ½ purchase warrant, each full warrant exercisable for one share of the Company’s common stock at $0.15 through May 31, 2015. At closing of the private placement on October 31, 2013, 22,000,000 shares were sold for net proceeds of $990,000 after deducting 10% brokerage fees. Additionally, the Company sold 200,000 units for cash at $0.05 each, resulting in net proceeds of $10,000.

The Company completed a private placement in the first quarter of 2014. Each unit consisted of two shares of the Company’s common stock and one purchase warrant, each warrant exercisable for one share of the Company’s stock at $0.15 through March 2017. At closing of the private placement in March 2014, 3,000,000 units consisting of 6,000,000 shares and 3,000,000 warrants were sold for net proceeds of $405,000 after deducting the 10% commission.

The Company completed a private placement in the third quarter of 2014. Each unit consisted of two shares of the Company’s common stock and one purchase warrant for $0.20; each warrant is exercisable for one share of the Company’s stock at $0.20 through August 2017; 6,000,000 units were sold for net proceeds of $1,080,000 after deducting the 10% commission. In addition to the 10% cash commission 1,200,000 warrants were issued to the placing broker. These warrants are exercisable at $0.10 through August 11, 2019.

Common Stock Issued for Mineral Property

During 2013 the Company issued 5,180,000 of its common stock for mineral properties. The Company recorded $259,000 based upon the fair value of the shares issued. No shares were issued for this purpose in 2014.

Common Stock Issued for Services and Exploration

During 2013 the Company issued 714,286 shares of its common stock for exploration and other services rendered the Company. The Company recorded $50,000 based upon fair value of the shares issued. No shares were issued for this purpose in 2014.

12.  Related Party Transactions

Fred Brackebusch was President, Treasurer, and a Director of the Company. He resigned all positions on August 29, 2013. Grant Brackebusch, Fred Brackebusch's son, is the Vice-President and a Director of the Company. Grant Brackebusch's wife, Tina Brackebusch, was the Company's Corporate Secretary prior to August 29, 2013. Fred Brackebusch and Grant Brackebusch own 89.6% and 10.4%, respectively of Mine Systems Design, Inc. ("MSD"), a firm that has various related party transactions with the Company. Delbert Steiner was CEO and Director from August 29, 2013 to December 1, 2014, at that time he resigned as CEO and became Chairman of the Board and remains a director of the Company. John Swallow was President from August 29, 2013 to December 1, 2014, at that time he resigned as President and remains as a director of the company. The Company hired R. Patrick Highsmith as CEO, President, and a director of the Company on December 1, 2014.

42

New Jersey Mining Company

Notes to Financial Statements

12.  Related Party Transactions, continued

The Company had the following transactions with related parties:

·

During 2013 the Company issued 125,000 shares, of its common stock to members of the Board of Directors for their services as directors. These stock awards were recorded as directors' fees of $6,250 based upon the fair value of the shares issued. Fred and Grant Brackebusch each received 25,000 shares in 2013. Fred Brackebusch’s shares were valued at $1,000 and Grant Brackebusch’s shares were valued at $2,250 as Directors of the Company. During 2013 the Company issued 25,000 shares of its common stock to Tina Brackebusch for her services as Secretary. These shares were valued at $1,000.

·

In August 2012 the Company was extended a 48 month note payable by MSD at 12% interest for $223,806 to purchase property which had a total purchase price of $230,449. As of December 31, 2014, $180,417 of this note remained with $39,384 in principal payable within 1 year and the remaining $141,033 due after one year as follows: 2016-44,378, 2017-$50,007, 2018-$46,648. Monthly payments are $4,910.

·

In December 2013, the Company issued 5,000,000 shares of its common stock to an entity partially owned by John Swallow, a director and past President, for a mineral property. The shares had a fair value at the date of issuance of $250,000.

·

In September 2014, the Company purchased a 2004 Pick-up from director Delbert Steiner for $7,500 in cash.

13.  Investment in Marketable Security

In 2006, the Company purchased 1,875,000 common shares of Gold Crest Mines Inc for $7,500. 907,820 of these shares were sold prior to 2013.

At December 31, 2013, the Company held 967,180 of these shares with a market value of $0.01 per share, for a total fair value of $9,672. At December 31, 2013, the excess market value of $5,803 over the $3,869 cost basis of the shares was recognized as accumulated other comprehensive income in the equity section of the Company’s balance sheet.

In 2014 these shares were sold for $28,610, the $24,741 over the remaining cost of $3,869 was recorded as a gain on the sale of marketable equity security. No shares remained at December 31, 2014

14.  Acquisition GF&H Company

During the year ended December 31, 2014, the Company completed its acquisition of two thirds of the issued and outstanding common shares of GF&H Company. NJMC acquired GF&H to further its land holdings in the area of its Golden Chest Property.

This transaction was accounted for as a business combination. The Company acquired two thirds of the issued and outstanding common shares of GF&H for $100,000 in cash. GF&H sole asset was 347 acres of land near Murray Idaho; it had no liabilities. 

A summary of the acquisition is as follows:

	New Jersey Mining Company	Non-controlling Interest
Consideration	(66 2/3%)	(33 1/3%)	Total
Cash	$100,000		$100,000
Fair value of non-controlling interest		$50,000	$  50,000
	$100,000	$50,000	$150,000
Assets acquired
Land and mineral interest			$150,000

43

New Jersey Mining Company

Notes to Financial Statements

14.  Acquisition GF&H Company, continued

The consolidated statement of operations of the Company for the year ended December 31, 2014 includes expenses incurred by GF&H of $2,577 and no revenue since the acquisition date. GF&H has had minimal operating activity over the past several years

The unaudited pro forma financial information below represents the combined results of the Company’s operations as if the GF&H acquisition had occurred at the beginning of the period presented. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented, nor is it indicative of future operating results. The amounts presented for the year ended December 31, 2014 represent the actual results for the period.

		2014		2013
Revenue:	$	92,538	$	113,701
Operating expenses		(1,528,667)		(912,678)
Net loss from continuing operations		(1,436,129)		(798,977)
Net loss per common share, basic and diluted		.02		.02

44

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this Annual Report on Form 10-K, our President who also serves as our Chief Accounting Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d – 15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, it was concluded that our disclosure controls were effective as of the end of the period covered by this report, to ensure that: (i) information required to be disclosed by the Company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within required time periods specified by the Securities & Exchange Commission rules and forms, and (ii) material information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to our management, including our President and Chief Accounting Officer, as appropriate, to allow for accurate and timely decision regarding required disclosure.

Internal Control over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

The management of New Jersey Mining Company is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has been designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the Company’s published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The management of New Jersey Mining Company has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we believe that, as of December 31, 2014, the Company’s internal control over financial reporting is effective.

R. Patrick Highsmith, President, CEO

New Jersey Mining Company

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm subject to Section 404(c) of the Sarbanes-Oxley Act, as amended, which permit us as an issuer that is neither a “large accelerated filer” or an “accelerated filer” to provide only management’s report in this Annual Report on Form 10-K.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

45

Changes in internal control over financial reporting

The President and Principal Accounting Officer conducted evaluations of our internal controls over financial reporting to determine whether any changes occurred during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. There was no material change in internal control over financial reporting in the quarter ended December 31, 2014.

ITEM 9B.  OTHER INFORMATION

None.

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Name & Address	Age	Position	Term
R. Patrick Highsmith 9137 Ridgeline Blvd. Suite 250 Highlands Ranch, CO 80129	47	President & Director	12/1/2014 to present
Grant A. Brackebusch P.O. Box 131 Silverton, ID 83867	45	Vice President & Director	7/18/1996 to present
Delbert W. Steiner 201 N. Third Street Coeur d’Alene, ID 83814	69	Director	8/29/2013 to present
John Swallow 201 N. Third Street Coeur d’Alene, ID 83814	48	Director	8/29/2013 to present
John Ferguson 13656 S. Tamarack Ridge Rd. Cataldo, ID 83810	49	Secretary	8/29/2013 to present

Directors are elected by shareholders at each annual shareholders meeting to hold office until the next annual meeting of shareholders or until their respective successors are elected and qualified.

R. Patrick Highsmith has served as President and Chief Executive Officer since December of 2014. He is a 25-year veteran of the mining industry with wide-ranging expertise, serving in executive, managerial, and technical roles at several companies. He was previously lead advisor to Juniper Resources LLC and has acted as an officer and/or director of several other public and private junior companies. Prior to that, he was Manager of Global Exploration & Business Development at Newmont Mining and also held technical positions at ALS Laboratories, BHP Billiton, and Kennecott. He has a B.Sc. in Geological Engineering and an M.Sc. in Economic Geology (Geochemistry) from the Colorado School of Mines.

Grant A. Brackebusch, P.E. has served as the Vice President and a Director of the Company since 1996. He holds a B.S. in Mining Engineering from the University of Idaho. He is registered in Idaho as a Professional Engineer. He has worked for New Jersey Mining Company since 1996, and worked for Newmont Mining previously. Currently he supervises the daily operations of the exploration program at the Golden Chest, but also has experience with NJMC in mill operations, engineering, and environmental permitting. His background in the mining industry includes open pit mining planning and supervision as well as various engineering and geotechnical tasks. Mr. Brackebusch’s extensive mining background, knowledge of the Company’s day to day operations, and industry expertise qualifies him to sit on the Board of the Company.

46

Delbert Steiner was named the Chief Executive Officer and Chairman of the Board of Directors of the Company on August 29, 2013. In December 2014 he resigned as Chief Executive Officer but maintained the Chairmanship of the Board of Directors of the Company. He holds a B.S. from Lewis Clark State College and a Juris Doctor from the University of Idaho. He has held the position of CEO and Chairman for the Vancouver based Premium Exploration, Inc. since 2005 and was responsible for day to day business and financial decision making. He practiced law for more than 25 years and has an extensive background in environmental and mining law, including permitting projects from the exploration to mining phases. Mr. Steiner’s extensive background in the mining industry and in operating a publicly traded company qualifies him to sit on the Board of the Company.

John Swallow was named the President and a Director of the Company on August 29, 2013. He resigned as president in December 2014 however is still a director of the Company. He holds a B.S. in Finance from Arizona State University. Mr. Swallow was the Vice President of Timberline Drilling, Inc. from November 2011 until accepting the role of President with the Company. From September 2009 until November 2011 Mr. Swallow was self-employed. From January 2006 until September 2009 he served as chairman of Timberline Resources Corporation. He brings wide-ranging experience from within the local mineral exploration industry as well as extensive knowledge of the junior equity markets. Mr. Swallow’s extensive experience in the drilling industry, his previous roles as a chairman of a board and as a vice president of a corporation qualify him to sit on the Board of the Company.

John Ferguson has served as Secretary of the Company since August 29, 2013. He has served as the Company’s accountant since 2006. He holds a B.A. in Business Accounting from the College of Idaho and an MS in Computer Information Systems from the University of Phoenix.

Legal Proceedings

No Director or Officer has been involved in any legal action involving the Company for the past five years.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Company’s Directors, Executive Officers and beneficial owners of more than 10% of any registered class of the Company’s equity securities are required to file reports of their ownership of the Company’s securities and any changes in that ownership with the SEC.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2014, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with.

Code of Ethics

The Company adopted a Code of Ethics at a Board of Directors meeting on December 9, 2003, that applies to the Company’s executive officers. The Company also adopted a Code of Ethics for all employees at the Board of Directors meeting on February 18, 2008.

Board Nomination Procedures

There have been no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.

47

ITEM 11.  EXECUTIVE COMPENSATION

Compensation of Officers

A summary of cash and other compensation for R Patrick Highsmith, the Company’s President and Chief Executive Officer, Grant Brackebusch, the Company’s Vice President, and Delbert W. Steiner, Executive Chairman (the “Named Executive Officers”), for the two most recent years is as follows:

Executive Officer Summary Compensation Table

Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards1 ($)	Option Awards ($)	Nonequity Incentive Plan Compensa- tion ($)	Nonqualified Deferred Compensa- tion Earnings ($)	All Other Compensa-tion ($)	Total ($)
R. Patrick Highsmith	2014	8,500			36,250				44,750
President	2013
Grant Brackebusch	2014	87,891			55,225				143,116
Vice Pres.	2013	24,167		2,250					26,417
Delbert Steiner	2014	76,250			55,225				131,475
Executive Chairman	2013	20,000							20,000

(1)    Stock Awards and Options Awards include fees earned as Directors. The Company has valued all Stock Awards granted at fair value as computed in accordance with FASB Accounting Standards Codification Topic 718.  The compensation of the Named Executive Officers has been set by disinterested members of the Board of Directors to a level competitive with other mining companies of similar size with similar types of operations. The executive stock compensation is for services as directors.

The Company does not have a retirement plan for its executive officers and there is no agreement, plan or arrangement that provides for payments to executive officers in connection with resignation, retirement, termination or a change in control of the Company.

Outstanding Equity Awards at Fiscal Year-end

As of December 31, 2014, 2,000,000 Options were vested and outstanding to directors R. Patrick Highsmith, Grant Brackebusch, Del Steiner, and John Swallow. An additional 2,500,000 options were granted but not vested as of December 31, 2014.

Director Compensation

A summary of compensation for the Company’s non-employee Director John Swallow for the two most recent years is as follows:

Director Compensation Table

Name 1	Year	Fees Earned or Paid in Cash ($)	Stock Awards2 ($)	Option Awards ($)	Nonequity Incentive Plan Compensa- tion ($)	Nonqualified Deferred Compensa- tion Earnings ($)	All Other Compensa-tion ($)	Total ($)
John Swallow	2014				55,225
	2013

(1)  Directors R. Patrick Highsmith, Grant A. Brackebusch, and Delbert Steiner, are executive officers of the Company, therefore, disclosure regarding their compensation as Directors is included in the Executive Officer Compensative Table above.

(2)  As discussed below, the Directors in 2013 were each awarded 25,000 common shares of restricted stock as annual compensation. The Company valued the awards granted at fair value as computed in accordance with FASB Accounting Standards Codification Topic 718.

48

At a Board of Directors meeting on November 9, 2009, the Directors approved a compensation plan for the Board of Directors under which each Director receives 25,000 shares of unregistered Common Stock. In 2013, these shares were valued at $1,000. Shares were not issued for this purpose in 2014. In 2014, Option Awards were issued to the Directors for service as directors of the Company. No additional fees are paid for attendance at Board of Directors’ meetings, committee membership or committee chairmanship. On occasion, Directors are retained for consulting services unrelated to their duties as Directors. These consulting services are either paid in cash or with unregistered Common Stock according to the Company’s policy for share-based payment of services.

The Company does not have a retirement plan for its Directors and there is no agreement, plan or arrangement that provides for payments to Directors in connection with resignation, retirement, termination or a change in control of the Company.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of March 1, 2015 regarding the shares of Company Common Stock beneficially owned by: (i) each person known by the Company to own beneficially more than 5% of the Company’s Common Stock; (ii) each Director of the Company; (iii) the CEO and CFO of the Company (the “Named Executive Officers”); and (iv) all Directors and the Named Executive Officers of the Company as a group. Except as noted below, each holder has sole voting and investment power with respect to the shares of the Company Common Stock listed as owned by that person.

Security Ownership of Certain Beneficial Owners

Title of Class	Name and Address Of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class(1)
Common	John Swallow 201 N. Third Street Coeur d’Alene, ID 83814	14,697,620	16.02%
Common	Steven Mark Bathgate and Margaret Bathgate 5350 S. Roslyn Suite #400 Greenwood Village, CO 8011	8,600,000	9.37%

Security Ownership of Management

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class1
Common	John Swallow 201 N. Third Street Coeur d’Alene, ID 83814	11,647,620 3,050,000 (a)	16.02%
Common	Delbert W. Steiner 201 N. Third Street Coeur d’Alene, ID 83814	1,150,000 750,000 (b)	2.07%
Common	Grant A. Brackebusch 89 Appleberg Road Kellogg, Idaho 83837	290,633 indirect 752,860 direct 750,000 (c)	1.95%
Common	R. Patrick Highsmith 9137 Ridgeline Blvd. Suite 250 Highlands Ranch, CO 80129	500,000 (d)	0.54%
Common	All Directors and Executive Officers as a group (4 individuals)	18,891,113	20.59%

(1) Based upon 91,760,148 outstanding shares of common stock at March 1, 2015.

49

a)

These shares are held in NFS/FMTC Roth IRA FBO John A. Swallow. The shares were purchased as part of the Company’s Regulation D Rule 506(b) equity offering completed on October 31, 2013. Each unit purchased in the offering consisted of one (1) share of the Company’s common stock and One Half (½) purchase warrant, each full warrant exercisable for one (1) share of the Company’s stock at $0.15 through May 31, 2015. Mr. Swallow purchased with personal funds 300,000 units as part of the Company’s Regulation D Rule 506(b) equity offering completed on August 13, 2014. Each unit purchased in the offering consisted of two (2) shares of the Company’s common stock and one (1) purchase warrant, each warrant is exercisable for one (1) share of the Company’s stock at $0.20 through August 13, 2017. By virtue of these purchases John A. Swallow holds 2,300,000 warrants. John Swallow also has the right to acquire 750,000 shares pursuant to options and an additional 500,000 options will vest between December 2015 and April 2016. John Swallow does not have the right to acquire any additional securities pursuant to options, warrants, conversion privileges or other rights.

b)

Delbert Steiner has the right to acquire 750,000 shares pursuant to options and an additional 500,000 options will vest between December 2015 and April 2016. Delbert Steiner does not have the right to acquire any additional securities pursuant to options, warrants, conversion privileges or other rights.

c)

Grant Brackebusch owns 10.4% of Mine Systems Design, Inc. (MSD) which is an S corporation that owns 2,794,550 common shares of the Company. Grant Brackebusch has the right to acquire 750,000 shares pursuant to options and an additional 500,000 options will vest between December 2015 and April 2016. Neither MSD nor Grant Brackebusch has the right to acquire any additional securities pursuant to options, warrants, conversion privileges or other rights.

d)

R. Patrick Highsmith has the right to acquire 500,000 shares pursuant to options and an additional 250,000 options will vest December 31, 2015. R. Patrick Highsmith does not have the right to acquire any additional securities pursuant to options, warrants, conversion privileges or other rights.

None of the Directors or Officers has the right to acquire any additional securities pursuant to options, warrants, conversion privileges or other rights. No shares are pledged as security.

Securities Authorized for Issuance under Equity Plans

In April 2014, the Company established a stock option plan to authorize the granting of stock options to officers and employee. The Company occasionally pays for goods or services with unregistered Common Stock and uses the average bid price of the stock, as quoted on the OTCQB, at the time to determine the number of shares to be issued.

Changes in Control

None.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

During the year ended December 31, 2013, the Company issued 150,000 shares of its unregistered common stock to members of the Board of Directors and Officers for their services. These stock awards were recorded as directors' and management fees of $7,250 based upon the estimated value of the shares issued and services rendered. Fred, Grant, and Tina Brackebusch each received 25,000 shares as Directors or Officers.

Director Independence

The Board of Directors has determined that R. Patrick Highsmith, Delbert Steiner, John Swallow and Grant Brackebusch are not independent directors.

The Board of Directors does not have separately designated nominating or compensation committees. The entire Board performs these functions. At a Board of Directors meeting on September 21, 2004, the Directors approved an audit committee. The audit committee is currently vacant.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for professional services rendered by the Company’s principal accountant for the audit of the annual financial statements included in the Company’s annual report on Form 10-K for the fiscal years ended December 31, 2014 and December 31, 2013 and the review for the financial statements included in the Company’s quarterly reports on Form 10-Q during those fiscal years, were $47,402 and $40,714 respectively.

Audit Related Fees

The Company incurred no fees during the last two fiscal years for assurance and related services by the Company’s principal accountant that were reasonably related to the performance of the audit or review of the Company’s financial statements, and not reported under “Audit Fees” above.

50

Tax Fees

The Company incurred no fees during the year ended December 31, 2011 for professional services rendered by the Company’s principal accountant for tax compliance, tax advice and tax planning. $2,937 in 2014 and $2,771 in 2013 was paid to the company's principal accountant for tax compliance, tax advice, and tax planning services.

All Other Fees

The Company incurred no other fees during the last two fiscal years for products and services rendered by the Company’s principal accountant.

Audit Committee Pre-Approval Policies

The Board of Directors has adopted an audit committee pre-approval policy. The audit committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services do not impair the auditor’s independence.

51

PART IV

ITEM 15.  EXHIBITS

3.0*	Articles of Incorporation of New Jersey Mining Company filed July 18, 1996
3.1*	Articles of Amendment filed September 29, 2003
3.2*	Articles of Amendment filed November 10, 2011
3.3*	Bylaws of New Jersey Mining Company
10.1*	Venture Agreement with United Mine Services, Inc. dated January 7, 2011.
10.2*	Mining Lease with Juniper Resources, LLC dated September 3, 2013
10.3*	Exchange Agreement with Idaho Champion Resources, LLC dated December 31, 2013
10.4*	Second Amendment to Sale Agreement, Amendment to Lease Agreement, Release of Mortgage and Quitclaim Deed - Metaline Contact Mines and Beasley dated October 15, 2013.
10.5*	Idaho Champion Resources Lease with Cox dated September 4, 2013
10.6*	Memorandum of Understanding and Option to Purchase McKinley Mine dated November 18, 2013.
10.7**	Rupp Mining Lease dated May 3, 2013
10.8**	Mining Lease with Hecla Silver Valley, Inc. Little Baldy prospect dated September 12, 2012
10.9***	Purchase and Sale Agreement, Red Elk Group Of 13 Patented Mining Claims, Bennett Lumber Co. Mill Site Property dated April 18, 2014
10.10***	Consent, Waiver and Assumption of Venture Agreement by Crescent dated February 14, 2014
10.11***	Milling Agreement dated May 22, 2014
14*	Code of Ethical Conduct.
21*	Subsidiaries of the Registrant
31.1***	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2***	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1***	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2***	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
99(i)	Audit Committee Pre-Approval Policies.-Filed as an exhibit to the registrant’s annual report on Form 10-KSB for the year ended December 31, 2003 and incorporated by reference herein.
101.INS***	XBRL Instance Document
101.SCH***	XBRL Taxonomy Extension Schema Document
101.CAL***	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF***	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB***	XBRL Taxonomy Extension Label Linkbase Document
101.PRE***	XBRL Taxonomy Extension Presentation Linkbase Document

*

Filed with the Registrant’s Form 10 on June 4, 2014.

**

Filed July 2, 2014

***

Filed herewith.

52

SIGNATURES

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

New Jersey Mining Company

Date: March 31, 2015         

By /s/ R. PATRICK HIGHSMITH

R. Patrick Highsmith, President & Director

Date: March 31, 2015          

By /s/ GRANT A. BRACKEBUSCH

Grant A. Brackebusch, Vice President & Director   

Date: March 31, 2015

By /s/ DELBERT STEINER

Delbert Steiner, Director

Date: March 31, 2015

By /s/ JOHN SWALLOW

John Swallow, Director

53

EX-10

Exhibit 10.9

PURCHASE AND SALE AGREEMENT

Red Elk Group of 13 Patented Mining Claims

Bennett Lumber Co. Mill Site Property

THIS AGREEMENT (this "Agreement"), made as of the Effective Date (as defined in paragraph 22 below), by and between New Jersey Mining Company, an Idaho corporation, (hereinafter referred to as "Purchaser"), and Green Future, LLC, an Idaho Limited Liability Company (hereinafter referred to as "Seller").    

W I T N E S S E T H:

WHEREAS, Seller is the owner of the Property (as hereinafter defined); and

WHEREAS, Purchaser desires to purchase the Property from Seller;  

NOW, THEREFORE, the parties have agreed and do hereby agree as follows:

 1.

Agreement of Purchase and Sale.  Subject to the provisions of this Agreement, and for the consideration herein stated, Seller agrees to sell to Purchaser and Purchaser agrees to buy from Seller all those certain tract(s) or parcel(s) of land located in the State of  Idaho and being described on Exhibit A attached hereto (hereinafter referred to as the “Property”), together with all of the Seller’s rights, title, and interest in the Property and mining claims and interests with respect thereto, surface parcels, water rights, any rights-of-way, roads, improvements, haulways, and options and other realty relating to the Property, including buildings, structures, fixtures, and other improvements located thereon, all tenements, hereditaments, easements, appurtenances and privileges thereto belonging, all timber and trees thereon, and, all mining claims maps, reports, plans, files and records, and other such material having to do with the Property including all governmental permits and allocations, and other such governmental and agency approvals as they may exist concerning the Property.  

2.

Purchase Price.

(a)

The purchase price (the "Purchase Price") for the Property will be FOUR HUNDRED TWENTY FIVE THOUSAND DOLLARS AND NO/100 ($425,000), subject to adjustment or credit to the extent, if any, expressly provided in any other provision of this Agreement.  A down payment of the Purchase Price will be paid at the Closing by check of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS AND NO/100 ($125,000) (hereinafter referred to as the “Down Payment”) in immediately available funds to the Seller, or shall be paid by cashier’s check to the Seller, by the date and at the time specified in this Agreement for the Closing.

(b)

A promissory note, in the form attached hereto as Exhibit D, (hereinafter referred to as the “Promissory Note”) providing for payment of the total sum of $300,000 plus accrued interest from the date of the note at a rate of 5% per annum. The First Installment Payment will be $125,000 plus interest accrued to date on the outstanding balance on or before

PURCHASE AND SALE AGREEMENT - 1

August 15, 2014 ($125,000 + $5,167 in interest = $130,167).  The payment is credited first to interest, then to principal. Then, the Second Installment Payment is the entire interest and principal due on July 15, 2015, which is the sum of $175,000 plus interest accrued ($175,000 + $8020.83 = $183,021).

3.

Closing.  

(a)

The execution and delivery of the documents and instruments for the consummation of the purchase and sale pursuant hereto (the "Closing") will take place at 3:00 p.m., local time, on April 18, 2014, at the offices of Ramsden & Lyons, or such earlier date and time, and/or such other location, as may be mutually agreeable to Seller and Purchaser.  

(b)

At the Closing, Seller will execute and deliver to Purchaser (i) by warranty deed good and merchantable title to the patented mining claims and other real property in the form attached hereto as Exhibit B, conveying the Property to Purchaser using the legal description attached hereto as Exhibit A, subject to the Permitted Encumbrances (as hereinafter defined), and (ii) an owner’s affidavit in the form attached hereto as Exhibit C.

(c)      

At the Closing, the Down Payment shall be disbursed by the Seller in accordance with the terms of this Agreement.

(d)

At the Closing, the Purchaser shall execute and deliver to the Seller (i) the Promissory Note in the form attached hereto as Exhibit D; (ii) a mortgage securing the note in the form attached hereto as Exhibit E (hereinafter referred to as the “Mortgage”); and, (iii) a royalty deed in the form attached hereto as Exhibit F (hereinafter referred to as the “Royalty Deed”).

 (e)

The parties agree to do such other acts and execute and deliver such other documents and instruments as are reasonably necessary for the consummation of the transactions contemplated hereby.

4.

Title.

Seller agrees to convey to Purchaser fee simple title to the Property free and clear of all liens, claims and encumbrances, except for the matters set forth on Exhibits E and F attached hereto (the "Permitted Encumbrances"), and easements of record attached hereto and incorporated herein as Exhibit B to the Owner’s Affidavit.

5.

Inspection.  Purchaser and its agents and representatives will have the right prior to the Closing to enter upon and to inspect the Property, including the right to examine, survey and perform timber cruises, environmental assessments and other tests or surveys which it may deem necessary or advisable.  Purchaser shall give reasonable advance notice to Seller prior to any such entry on the Property, and Seller shall have the right to have a representative of Seller accompany Purchaser or its agents or representatives during any such entry on the Property.  

6.

Environmental Investigation and Representation.

PURCHASE AND SALE AGREEMENT - 2

(a)

  Purchaser shall have the right to inspect and examine the Property and conduct such surveys, timber cruises, environmental inspections, investigations, assessments and tests as it may deem necessary or advisable.  In the event Purchaser is not satisfied with the results of its examination and inspection of the Property, the Purchaser will have the right, exercisable at Purchaser's sole discretion, to elect to terminate this Agreement by written notice to Seller given not later than the fifth (5th) day after the Effective Date of this Agreement, and neither Purchaser nor Seller will have any further rights or obligations hereunder, except as otherwise expressly provided herein.  If Purchaser fails to give notice of termination pursuant to the preceding sentence, then Purchaser will be deemed to have elected to proceed with the consummation of the purchase and sale pursuant to this Agreement on the date of Closing.

(b)

Seller represents that, except as disclosed elsewhere in this Agreement, Seller has no knowledge or indication that the property contains any underground storage tanks, pollutants, or hazardous wastes which would or might result in liability to any owner of the land (present or future) and other provisions of federal or state laws dealing with pollution, hazardous waste and environmental protection, including but not limited to CERCLA, RCRA or other equitable state and federal law.  Seller has disclosed, however, that petroleum products have been used in machinery operated in the property in the past.

7.

Condition of Property; Damage; Condemnation.

(a)

Seller agrees that at the Closing the Property will be in substantially the same condition as exists on the Effective Date hereof.

(b)

If at any time prior to the Closing, any portion of the Property is subject to material physical damage by fire, flood, wind, earthquake or other destructive causes, or any action or proceeding is filed or threatened under which  any portion of the Property is or  may be taken pursuant to any law, ordinance or regulation by condemnation or the right of eminent domain, then Purchaser shall have the absolute right to terminate this Agreement upon the delivery of written notice to Seller, in which event neither Purchaser or Seller will have any further rights or obligations hereunder, except as otherwise expressly provided herein.

8.

Operation of Property Prior to Closing.  During the period from the Effective Date until the date of the Closing, Seller will continue to use, operate and manage the Property in the ordinary course of business and consistent with past practice, provided that unless Purchaser shall have consented thereto, Seller will neither harvest, cut or remove nor permit the harvesting, cutting or removal of any timber from the Property. Except, Seller shall have the right to conduct salvage operations in connection with fire, insect infestation or other casualty affecting the Property, which right is not intended to affect Purchaser’s right to terminate in accordance with paragraph 7(b).

 9.

Taxes; Expenses.

(a)

Ad valorem real property taxes on the Property for the tax period in which the Closing occurs will be paid for by the Purchaser as they become due.  If any portion of the Property is not designated as a separate tax parcel, said taxes will be adjusted to an amount

PURCHASE AND SALE AGREEMENT - 3

bearing the same relationship to the total tax bill which the acreage contained within such portion of the Property bears to the acreage contained within the property included within said tax bill.  

(b)

Purchaser will pay (i) all costs and expenses in connection with any inspections, examinations, tests, cruises or assessments performed by or for Purchaser, (ii) all fees, and other costs and expenses in connection with any title examination conducted by Purchaser, (iii) all Deed recording costs and expenses, and (iv) the taxes in accordance with subparagraph (a) of this Section 9.

(c)

Each party will pay its respective costs and expenses of legal representation.

(d)

Seller will be solely responsible and liable for (i) any and all taxes, assessments and similar charges (including any and all fines, penalties and interest charges in connection therewith) that may be levied, assessed, and owing with respect to the Property or any part thereof for any period before the Closing.

(e)

The provisions of this paragraph 9 will survive the Closing.

10.

Default; Remedies.

 (a)

If the purchase and sale of the Property contemplated hereby is not consummated because of a default by Purchaser under this Agreement, then Seller will have the right to terminate this Agreement by giving written notice to Purchaser of its intent to so terminate two (2) business days before the intended termination date.  Upon the expiration of such 2 day period without Purchaser having cured such default Seller may terminate the contract.  Following such termination, no party will have any further rights or obligations hereunder, except as otherwise expressly provided herein.  

(b)

If the purchase and sale of the Property contemplated hereby is not consummated because of a default by Seller under this Agreement, as Purchaser’s sole and exclusive remedy, Seller shall pay the costs of Purchaser’s inspection fees and attorney's fees, if any, or the sum of $10,000, whichever is the lesser.  Upon Seller’s payment of the same this Agreement shall be terminated. However, notwithstanding anything to the contrary in the previous sentence, if the reason for Seller’s default is merely to escape performance of this Agreement for the purpose of accepting an offer for sale of the Property at a price higher than herein provided,  Purchaser shall have any lawful right or remedy to which Purchaser may be entitled.

11.  

Assignment.  Purchaser will not assign any of its rights or obligations under this agreement, in whole or in part, without the prior written consent of Seller, which consent may not be unreasonably withheld if the proposed assignee is demonstrated to have the financial capability of performing a party’s obligations under the agreement.  Any attempted assignment in violation of this paragraph will be deemed null and void.  This restriction upon assignment shall not apply to an assignment of Purchaser's interest under this Agreement to an Affiliate of Purchaser after written notice to Seller, which notice shall explain the relationship of the

PURCHASE AND SALE AGREEMENT - 4

Affiliate to the Purchaser.  For purposes of this Agreement, the term "Affiliate" shall mean a partnership, limited liability company, corporation, trust or similar entity that controls, is controlled by, or under common control with, the Purchaser.  

12.

No Waiver.  No action or failure to act by any party hereto will constitute a waiver of any right or duty of such party under this Agreement, nor will any such action or failure to act constitute an approval of or acquiescence in any breach of this Agreement except as may be specifically agreed in writing.

13.

Notice.  Any and all notices, elections and communications required or permitted by this Agreement will be made or given in writing and will be delivered in person, sent by reputable overnight courier, or sent by postage prepaid United States mail, certified or registered, return receipt requested, to the other parties at the addresses set forth below, or such other address(es) as may be furnished by notice in accordance with this paragraph.  The effective date of a notice, election or communication given by personal delivery will be the date of such delivery.  The effective date of a notice, election or communication given by overnight courier or by mail will be the date such notice, election or communication is received by the addressee.

Seller:

[Intentionally Omitted]

with a copy to:

[Intentionally Omitted]

Purchaser:

[Intentionally Omitted]

with a copy to:

[Intentionally Omitted]

The parties agree that no notice, election or communication given under this Agreement shall be effective unless given in accordance with this paragraph to the person(s) or entity(ies) listed in this paragraph, and a notice, election or communication given to an agent representing any party shall not be effective unless such agent is listed above.

14.

Entire Agreement.  This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and cannot be amended or supplemented except by a written agreement signed by all parties.

15.

Captions.  The captions of paragraphs in this Agreement are for convenience and reference only and are not part of the substance hereof.

16.

Severability.  In the event that any one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained in this Agreement, or the application thereof in any circumstance is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences of this Agreement, will not be in any way impaired, it being the intention of the parties that this Agreement will be enforceable to the fullest extent permitted by law.

PURCHASE AND SALE AGREEMENT - 5

17.

Counterparts; Facsimile Copies.  This Agreement may be executed in counterparts which will be construed together as one instrument. It shall not be necessary when making proof of this Agreement to produce counterparts with original signatures, it being agreed that photocopies of signatures or signatures received by facsimile transmission shall have the same effect as original signatures.

18.

No Third Party Beneficiaries; Binding Effect.  Except as otherwise provided in this Agreement with respect to the Closing Agent, this Agreement is for the sole benefit of the parties hereto and their assigns and nothing contained herein will give or be construed to give to any party, other than the parties hereto and such assigns, any legal or equitable rights hereunder.  Subject to the foregoing and the provisions of paragraph 11 above, this Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns allowed under the provisions of Section 11 hereof.  

19.

Time.  

(a)

Time is of the essence of this Agreement.

(b)

If the date of Closing or the final date of any time period provided for in this Agreement falls on a day which is not a business day, then the date of Closing or the final date of such period, as the case may be, shall be automatically extended to the next succeeding business day.  As used in this Agreement, the term "business day" means any day that is not a Saturday, a Sunday or a legal holiday under the laws of the United States.

21.

Incorporation of Exhibits.  All exhibits referred to herein are hereby incorporated in this Agreement by this reference.

22.

Effective Date.  The effective date (the "Effective Date") of this Agreement will be the last date on which all parties hereto will have executed this Agreement, as indicated below.

23.

Attorneys' Fees.  Should any party to this Agreement retain counsel for the purpose of enforcing or preventing the breach of any provision of this Agreement, including, but not limited to, by instituting any action or proceeding to enforce any provision of this Agreement, for damages by reason of any alleged breach of any provision of this Agreement, for a declaration of such party's rights or obligations under this Agreement or for any other judicial remedy, then if the matter is settled by judicial determination (including arbitration), the prevailing party (whether at trial or on appeal) shall be entitled, in addition to such other relief as may be granted, to be reimbursed by the losing party for all reasonable costs and expenses incurred, including but not limited to reasonable attorneys' fees and costs (at both trial and appellate levels) for services rendered to the prevailing party.

24.

No Presumption Based on Authorship.  No provision of this Agreement shall be construed against or in favor of any party by virtue of the authorship or purported authorship thereof.

PURCHASE AND SALE AGREEMENT - 6

25.

Applicable Law and Venue.  This Agreement has been negotiated under the laws of the State of Idaho, and is to be performed in the State of Idaho.  The laws of the State of Idaho shall be applied to the construction and interpretation of this Agreement.  Any action taken to enforce the provisions of this agreement either in court or pursuant to an agreement to arbitrate shall be brought before a forum with proper jurisdiction within Kootenai County, Idaho, or, in the case of arbitration, such arbitration shall be conducted in Coeur d’Alene, Idaho, or in a location as the parties may mutually agree.

26.

Confidentiality. The terms of this agreement shall be considered confidential information protected by that certain Confidentiality Agreement entered into by the parties and attached hereto as Exhibit I.

27.

Additional Terms.   Purchaser shall have the right to use the adjoining 600 foot zone around the patented claims on BLM land, plus inferior fractions to a continuous outside perimeter boundary as described in Exhibit G.

IN WITNESS WHEREOF, this Agreement has been duly executed, sealed and delivered by the parties hereto on the date(s) indicated below.

PURCHASER:

NEW JERSEY MINING COMPANY

Date of execution:

By:

/s/John Swallow

April 18, 2014

Name: John Swallow

Title:  President

SELLER:

Date of execution:

GREEN FUTURE, LLC        

By: ___/s/John Ryan

April 18, 2014

Name:  John Ryan

Title:  President of Managing Member

PURCHASE AND SALE AGREEMENT - 7

EXHIBIT A

[Description of the Property]

PURCHASE AND SALE AGREEMENT - 8

EXHIBIT A

The Red Elk Group of placer mining claims designated by the Surveyor General as Mineral Survey No. 2197, consisting of the Red Elk No. 1 and Red Elk No. 2 Patented Mining Claims in the Elk City Mining District and embracing a portion of Sections 32 and 33, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, more particularly described in Mineral Patent recorded June 22, 1909 in Book 1 of Mineral Patents at page 178, records of Idaho County, Idaho.

LESS that portion of the Red Elk No. 1 lying southerly from the South bank ordinary high water line of the South Fork of the Clearwater River.

The Elk No. 1 Group, consisting of the Elk No. 1, Alberta No. 1, Alberta No. 2, Alberta No. 4, Alberta No. 5, Alberta No. 6, Spotted Deer, Spotted Deer No. 2 and Spotted Deer No. 3, Spotted Deer No. 4 Lode mining claims, designated by the Surveyor General as Mineral Survey No. 2198, embracing a portion of Sections 30, 31 and 32, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, in the Elk City Mining District, Idaho County, Idaho and more particularly described in Mineral Patent recorded June 22,1909 in Book 1 of Mineral Patents at page 183, records of Idaho County, Idaho.

The Wolverine Lode Mining Claim designated by the Surveyor General as Mineral Survey No. 2770 embracing a portion of Section 32, Township 29 North, Range 8 East, Boise Meridian, in the Elk City Mining District and more particularly described in Mineral Patent recorded November 15, 1939 in Book 3 of Mineral Patents at page 3, records of Idaho County, Idaho.  LESS any portion of the Wolverine Lode mining claim lying in the Spotted Deer Lode Claim in Mineral Survey No. 2198.

LESS State Highway Right of Way.

1

EXHIBIT B

WARRANTY DEED

PURCHASE AND SALE AGREEMENT - 9

WARRANTY DEED

THIS DEED is made as of this 18 day of April, 2014, between GREEN FUTURE, LLC, an Idaho Limited Liability Company (hereinafter referred to as ("Grantor"), and NEW JERSEY MINING COMPANY, an Idaho corporation (hereinafter referred to as "Grantee"), whose address is 201 N. 3^rd Street, Coeur d’Alene, Idaho 83814.

For and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration delivered to Grantor by Grantee at and before the execution, sealing and delivery hereof, the receipt and sufficiency of which are hereby acknowledged, Grantor has and hereby does grant, bargain, sell, convey and confirm unto Grantee, and its legal successors and assigns, all those tracts or parcels of land lying and being in Idaho County, Idaho and being more particularly described on Exhibit A attached hereto and hereby made a part hereof (the "Premises").

SUBJECT to easements or rights-of-way of record or in view.

TOGETHER with all of the lodes, ledges, veins and mineral-bearing rock, both known and unknown, intralimital and extralateral, lying within or extending beyond the boundaries of the above-referenced property, and all dips, spurs and angles, and all the ores, mineral bearing-quartz, rock and earth or other mineral deposits therein or theron, and together with all and singular the tenements, hereditaments, and appurtenances thereunto belonging or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues, and profits thereof; and all estate, right, title, and interest in and to the property, as well in law as in equity, of the Grantor.

TO HAVE AND TO HOLD, all and singular the above-mentioned and described premises together with the appurtenances unto the Grantee, and to their heirs and assigns forever.

And the Grantor, and its successors, shall and will WARRANT and by these presents forever DEFEND the premises in the quiet and peaceable possession of the Grantee, its successors and assigns, against the Grantors, and their successors, and against all and every person and persons whomsoever lawfully claiming the same.

[Signatures on following page]

1

IN WITNESS WHEREOF, Grantor has signed, sealed and delivered this deed the day and year first above written.

GRANTOR:

GREEN FUTURE, LLC

By:____/s/John Ryan______________

John Ryan, President of the

Managing Member

[NOTARY]

2

EXHIBIT A

to Warranty Deed

[Property Description]

3

EXHIBIT A

The Red Elk Group of placer mining claims designated by the Surveyor General as Mineral Survey No. 2197, consisting of the Red Elk No. 1 and Red Elk No. 2 Patented Mining Claims in the Elk City Mining District and embracing a portion of Sections 32 and 33, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, more particularly described in Mineral Patent recorded June 22, 1909 in Book 1 of Mineral Patents at page 178, records of Idaho County, Idaho.

LESS that portion of the Red Elk No. 1 lying southerly from the South bank ordinary high water line of the South Fork of the Clearwater River.

The Elk No. 1 Group, consisting of the Elk No. 1, Alberta No. 1, Alberta No. 2, Alberta No. 4, Alberta No. 5, Alberta No. 6, Spotted Deer, Spotted Deer No. 2 and Spotted Deer No. 3, Spotted Deer No. 4 Lode mining claims, designated by the Surveyor General as Mineral Survey No. 2198, embracing a portion of Sections 30, 31 and 32, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, in the Elk City Mining District, Idaho County, Idaho and more particularly described in Mineral Patent recorded June 22,1909 in Book 1 of Mineral Patents at page 183, records of Idaho County, Idaho.

The Wolverine Lode Mining Claim designated by the Surveyor General as Mineral Survey No. 2770 embracing a portion of Section 32, Township 29 North, Range 8 East, Boise Meridian, in the Elk City Mining District and more particularly described in Mineral Patent recorded November 15, 1939 in Book 3 of Mineral Patents at page 3, records of Idaho County, Idaho.  LESS any portion of the Wolverine Lode mining claim lying in the Spotted Deer Lode Claim in Mineral Survey No. 2198.

LESS State Highway Right of Way.

4

EXHIBIT C

[Form of Owner’s Affidavit]

PURCHASE AND SALE AGREEMENT - 10

OWNER'S AFFIDAVIT

Before me, the undersigned officer, personally appeared John Ryan, who, being first duly sworn, deposes and says on oath, to his actual knowledge, without independent investigation or inquiry, as follows:

1.

That he is the President of Green Future, LLC, an Idaho Limited Liability Company, (the "Company"), and is duly authorized to make and give this Affidavit for and on behalf of the Company.

2.

That the Company is the owner of fee simple title to that certain real property located in Idaho County, Idaho, and more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Property"), subject to the matters set forth on Exhibit B attached hereto and incorporated herein by reference.

3.

That there are no outstanding deeds to secure debt, deeds of trust, mortgages, claims of lien, special assessments for sewerage or streets or ad valorem taxes which constitute or could constitute a lien against the Property or any part thereof, except as set forth on Exhibit B.

4.

That there are no leases, tenancies or other rights of parties in possession affecting the Property, except as may be set forth on Exhibit B.

5.

That there are no retention title contracts, bills of sale, security agreements, or other encumbrances affecting title to any personal property installed on the Property, except as may be set forth on Exhibit B.

6.

That, except as set forth on Exhibit B, there are no pending suits, proceedings, judgments, bankruptcies or executions against the Company which might affect the Property either in the aforesaid County or any other county in the State of Idaho, and there are no liens or claims thereof, inchoate or otherwise, by laborers, materialmen, or others for improvements on the Property.

7.

That, except as set forth on Exhibit B, no work, improvements or repairs have been made on the Property during the three months immediately preceding this date for which full payment has not been made, there are no outstanding bills for labor and materials used in making improvements or repairs on the Property or for services of architects, surveyors or engineers in connection therewith which have not been fully paid,

PURCHASE AND SALE AGREEMENT - 11

and there are no outstanding contracts for the making of improvements or repairs on the Property or on any property of which all or any portion of the Property is a part.

GREEN FUTURE, LLC

_/s/John Ryan____________       John Ryan, President of the Managing Member

[NOTARY]

PURCHASE AND SALE AGREEMENT - 12

EXHIBIT A

To the Owner’s Affidavit

PURCHASE AND SALE AGREEMENT - 13

EXHIBIT A

The Red Elk Group of placer mining claims designated by the Surveyor General as Mineral Survey No. 2197, consisting of the Red Elk No. 1 and Red Elk No. 2 Patented Mining Claims in the Elk City Mining District and embracing a portion of Sections 32 and 33, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, more particularly described in Mineral Patent recorded June 22, 1909 in Book 1 of Mineral Patents at page 178, records of Idaho County, Idaho.

LESS that portion of the Red Elk No. 1 lying southerly from the South bank ordinary high water line of the South Fork of the Clearwater River.

The Elk No. 1 Group, consisting of the Elk No. 1, Alberta No. 1, Alberta No. 2, Alberta No. 4, Alberta No. 5, Alberta No. 6, Spotted Deer, Spotted Deer No. 2 and Spotted Deer No. 3, Spotted Deer No. 4 Lode mining claims, designated by the Surveyor General as Mineral Survey No. 2198, embracing a portion of Sections 30, 31 and 32, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, in the Elk City Mining District, Idaho County, Idaho and more particularly described in Mineral Patent recorded June 22,1909 in Book 1 of Mineral Patents at page 183, records of Idaho County, Idaho.

The Wolverine Lode Mining Claim designated by the Surveyor General as Mineral Survey No. 2770 embracing a portion of Section 32, Township 29 North, Range 8 East, Boise Meridian, in the Elk City Mining District and more particularly described in Mineral Patent recorded November 15, 1939 in Book 3 of Mineral Patents at page 3, records of Idaho County, Idaho.  LESS any portion of the Wolverine Lode mining claim lying in the Spotted Deer Lode Claim in Mineral Survey No. 2198.

LESS State Highway Right of Way.

PURCHASE AND SALE AGREEMENT - 14

EXHIBIT B

To the Owner’s Affidavit

[Permitted Encumbrances]

Intentionally Omitted

PURCHASE AND SALE AGREEMENT - 15

EXHIBIT D

[Form of Promissory Note]

PURCHASE AND SALE AGREEMENT - 16

PROMISSORY NOTE

$300,000

          Coeur d’Alene, Idaho

This Promissory Note is made effective on this 18 day of April, 2014.

For value received, the undersigned promises to pay to:

Green Future, LLC,

or order, at

254 W. Hanley Ste. A,

Coeur d’Alene, ID 83815

the sum of Three Hundred Thousand Dollars ($300,000) DOLLARS, payable in the following form and manner:  

In installments, the first installment of $125,000 plus interest accrued to date on the outstanding balance at five percent (5%) per annum from the effective date of this Note due and payable on the 15th day of August 2014 (hereinafter referred to as the “First Installment Payment”) (Calculation estimate: $125,000 + 5,167 = $130,167), and a second installment of entire interest and principal accrued to date due on or before the 15th day of July 2015, which is the sum of $175,000 plus interest accrued to date at five percent (5%) per annum calculated from August 15, 2014 (hereinafter referred to as the “Second Installment Payment”) (Calculation estimate: $175,000 + 8,020.83 = 183,021), or until the end that the total sum of $300,000 plus interest at 5% per annum has been paid.

Accelerated payment or payments are allowed under this Note without any prepayment penalty.

This note is secured by a mortgage executed concurrently herewith by the Promisor/Payor in favor of Promisee/Payee on the following described property:

See Attached Exhibit “A”

If any default shall occur in the payment of this Note, or any part thereof, subject to the notice and default provisions set forth below, the whole sum may become immediately due and collectible at the option of the holder of this Note.  And, in case suit or action is instituted to collect all or any part of this Note, the undersigned promises and agrees to pay in addition to the costs and disbursements incurred therein or as provided by statute, a reasonable sum for attorney’s fees incurred in said suit or action. Provided that the Promissee/Payee shall deliver a notice of default in the payment of this Note, and

1

the Promisor/Payor shall not be deemed in default under this Note or the Mortgage, with respect to any delinquency in payment or performance, if the delinquency is cured within ten (10) days following delivery of written notice to the Promisor/Payor, specifying the nature and amount of the delinquency.

The lack of default notice at such time as a default occurs shall not constitute a waiver on the part of the holder hereof to thereafter declare this Note in default nor shall the lack of default notice constitute or operate as a waiver of any provision herein nor as a waiver of this provision.

Upon the Promisor/Payor tendering the First Installment in full, the Promisee/Payee shall furnish a Release of Mortgage attached as Exhibit B to the Real Estate Mortgage (hereinafter referred to as the “First Installment Release”).  Upon the Promisor/Payor tendering the Second Installment in full, the Promisee/Payee shall furnish a Release of Mortgage on all remaining property as described in Exhibit C to the Real Estate Mortgage.  Upon failure to do so Promisee/Payee shall be liable for costs and attorney’s fees in the same manner as described above.

DATED this 18 day of April, 2014.

NEW JERSEY MINING COMPANY

By__/s/John Swallow

  John Swallow, President

  of New Jersey Mining Company

2

EXHIBIT A

To the Promissory Note

Mortgaged Property Description:

3

EXHIBIT A

The Red Elk Group of placer mining claims designated by the Surveyor General as Mineral Survey No. 2197, consisting of the Red Elk No. 1 and Red Elk No. 2 Patented Mining Claims in the Elk City Mining District and embracing a portion of Sections 32 and 33, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, more particularly described in Mineral Patent recorded June 22, 1909 in Book 1 of Mineral Patents at page 178, records of Idaho County, Idaho.

LESS that portion of the Red Elk No. 1 lying southerly from the South bank ordinary high water line of the South Fork of the Clearwater River.

Of the Elk No. 1 Group, Alberta No. 1, Alberta No. 2, Alberta No. 4, Alberta No. 5, Alberta No. 6 Lode mining claims, designated by the Surveyor General as Mineral Survey no. 2198, embracing a portion of Sections 30, 31 and 32, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, in the Elk City Mining District, Idaho County, Idaho and more particularly described in Mineral Patent recorded June 22, 1909 in Book 1 of Mineral Patents at page 183, records of Idaho County, Idaho.

4

EXHIBIT E

[Form of Mortgage]

PURCHASE AND SALE AGREEMENT - 12

REAL ESTATE MORTGAGE

For Value Received, NEW JERSEY MINING COMPANY, an Idaho corporation organized and existing pursuant to the laws of the State of Idaho, whose address is 201 N. 3^rd Street, Coeur d’Alene, Idaho 83814, the Mortgagor, does hereby grant, bargain, sell and convey unto Green Future, LLC, 254 W. Hanley Ste. A, Coeur d’Alene, ID 83815, the Mortgagee, the following described premises, in Idaho County, Idaho, to-wit:  

See Attached Exhibit “A”

TO HAVE AND TO HOLD the said premises, with their appurtenances, unto the said Mortgagees, their successors and assigns forever.

This conveyance is intended as a mortgage to secure the payment of the sum of Three Hundred Thousand Dollars ($300,000) in accordance with the terms of a promissory note of even date herewith (the “Note”), payable to the order of the Mortgagee, with final payment due July 15, 2015, and providing for acceleration of the due date of the principal for default in the terms of the note, and providing for a reasonable attorney’s fee in case of suit or action.

The Mortgagor covenants and agrees with the Mortgagee as follows:  That it is the owner of the above described property.  That it will pay the indebtedness hereby secured promptly, according to the terms of said promissory note.  That it will pay all taxes, liens and assessments of any nature hereafter levied or imposed, or becoming payable, when due, and will promptly provide to Mortgagee copies of all receipts from the taxing authority that is evidence of payment of each and every such thing.

If the Mortgagor shall fail to pay any such tax or lien, the Mortgagee may pay the same, and pay the cost thereof, and all payments by the Mortgagee for any such purpose shall be added to the indebtedness hereby secured, and shall be repayable on demand.

The Mortgagor further covenants and agrees with the Mortgagee that it will, at all times before this Mortgage is satisfied and released, carry commercial general liability insurance with respect to its activities and operations upon the described premises, and will cause Mortgagee to be named as an additional insured with respect to the same, with a certificate of insurance being furnished to Mortgagee, and, upon request, Mortgagee shall be provided with copies of said insurance policies by Mortgagor.

Now, if the said Mortgagor shall pay or cause to be paid all moneys which may become due upon said promissory note and shall otherwise comply with the terms and conditions hereof, this conveyance shall be void; but in case default shall be made in the payment of the indebtedness hereby secured, or any part thereof, or in any of the covenants or agreements herein contained, then the Mortgagee or assigns, at its option,

PURCHASE AND SALE AGREEMENT - 13

subject to and in accordance with the default provisions of the Note, may declare the entire indebtedness hereby secured immediately due and payable, and foreclose this mortgage and cause said mortgaged premises to be sold in the manner provided by law, and out of the moneys arising from such sale retain principal and any sums advanced as provided herein, together with the costs and charges of such foreclosure suit and sale, including such sum as the court may adjudge reasonable as an attorney’s fee to be allowed the plaintiff, and the overplus, if any there be, pay over to the Mortgagor, its successors and assigns.

Made effective the 18 day of April, 2014.

New Jersey Mining Company

By:___/s/John Swallow

   John Swallow, President

   of New Jersey Mining Company

[NOTARY]

PURCHASE AND SALE AGREEMENT - 14

EXHIBIT A

To the Real Estate Mortgage

Property to be Mortgaged:

PURCHASE AND SALE AGREEMENT - 15

EXHIBIT A

The Red Elk Group of placer mining claims designated by the Surveyor General as Mineral Survey No. 2197, consisting of the Red Elk No. 1 and Red Elk No. 2 Patented Mining Claims in the Elk City Mining District and embracing a portion of Sections 32 and 33, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, more particularly described in Mineral Patent recorded June 22, 1909 in Book 1 of Mineral Patents at page 178, records of Idaho County, Idaho.

LESS that portion of the Red Elk No. 1 lying southerly from the South bank ordinary high water line of the South Fork of the Clearwater River.

Of the Elk No. 1 Group, Alberta No. 1, Alberta No. 2, Alberta No. 4, Alberta No. 5, Alberta No. 6 Lode mining claims, designated by the Surveyor General as Mineral Survey no. 2198, embracing a portion of Sections 30, 31 and 32, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, in the Elk City Mining District, Idaho County, Idaho and more particularly described in Mineral Patent recorded June 22, 1909 in Book 1 of Mineral Patents at page 183, records of Idaho County, Idaho.

PURCHASE AND SALE AGREEMENT - 16

EXHIBIT B

To the Real Estate Mortgage

FIRST INSTALLMENT RELEASE

PURCHASE AND SALE AGREEMENT - 17

                                 FIRST PARTIAL RELEASE OF MORTGAGE      

Exhibit B to the Real Estate Mortgage

The undersigned hereby partially releases that certain Mortgage in their favor made on the 11th day of April, 2014, by New Jersey Mining Corporation, an Idaho corporation, as Mortgagor, and Green Future, LLC, an Idaho Limited Liability Company, the Mortgagee.

Said Mortgage was recorded in the records of the Idaho County Recorder on April 18, 2014, as Instrument Number ____________.

The real property that is released from the Mortgage referred to herein is situated in Idaho County, Idaho, and is described in Exhibit A to this First Partial Release of Mortgage which is attached hereto and by this reference is made a part hereof (the “Released Property”).

This release is given on the express term and condition that the Mortgage referred to herein shall cease to be a lien on the Released Property but shall remain in full force and effect as to the other property described in said Mortgage in the same manner as if this release had not been made.

Dated effective this ___ day of _________, 2014.

Green Future, LLC

By_____________________________

     Name:

     Title:

PURCHASE AND SALE AGREEMENT - 18

EXHIBIT A

DESCRIPTION OF REAL PROPERTY RELEASED

Of the Elk No. 1 Group, Alberta No. 1, Alberta No. 2, Alberta No. 4, Alberta No. 5, Alberta No. 6 Lode mining claims, designated by the Surveyor General as Mineral Survey no. 2198, embracing a portion of Sections 30, 31 and 32, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, in the Elk City Mining District, Idaho County, Idaho and more particularly described in Mineral Patent recorded June 22, 1909 in Book 1 of Mineral Patents at page 183, records of Idaho County, Idaho.

STATE  OF  IDAHO     )

    )  ss.

County of __________   )

On this ______ day of ___________, 2014, before me, the undersigned, a Notary Public in and for the State of Idaho, personally appeared ___________________________, known or identified to me, to be the ____________________________ of the Corporation that executed the foregoing instrument on behalf of said Corporation, and acknowledged to me that such limited liability company executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

          __________________________________

Notary Public in and for the

State of Idaho

Residing at:______________________

Commission Expires:_______________

PURCHASE AND SALE AGREEMENT - 19

EXHIBIT C

To the Real Estate Mortgage

SECOND INSTALLMENT RELEASE

PURCHASE AND SALE AGREEMENT - 20

FULL RELEASE OF MORTGAGE

Exhibit C to the Real Estate Mortgage

The undersigned hereby releases that certain Mortgage in their favor made on the 11th day of April, 2014, by New Jersey Mining Corporation, an Idaho corporation, as Mortgagor, and Green Future, LLC, an Idaho Limited Liability Company, the Mortgagee.

Said Mortgage was recorded in the records of the Idaho County Recorder on April 18, 2014, as Instrument Number ____________.

The real property that is released from the Mortgage referred to herein is situated in Idaho County, Idaho, and is described in Exhibit A to this Release of Mortgage which is attached hereto and by this reference is made a part hereof (the “Released Property”).

This release is given on the express term and condition that the Mortgage referred to herein shall cease to be a lien on the Released Property.

Dated effective this ___ day of _________, 2014.

Green Future, LLC

By_____________________________

     Name:

     Title:

PURCHASE AND SALE AGREEMENT - 21

EXHIBIT A

DESCRIPTION OF REAL PROPERTY RELEASED

The Red Elk Group of placer mining claims designated by the Surveyor General as Mineral Survey No. 2197, consisting of the Red Elk No. 1 and Red Elk No. 2 Patented Mining Claims in the Elk City Mining District and embracing a portion of Sections 32 and 33, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, more particularly described in Mineral Patent recorded June 22, 1909 in Book 1 of Mineral Patents at page 178, records of Idaho County, Idaho.

LESS that portion of the Red Elk No. 1 lying southerly from the South bank ordinary high water line of the South Fork of the Clearwater River.

The Elk No. 1 Group, consisting of the Elk No. 1, Alberta No. 1, Alberta No. 2, Alberta No. 4, Alberta No. 5, Alberta No. 6, Spotted Deer, Spotted Deer No. 2 and Spotted Deer No. 3, Spotted Deer No. 4 Lode mining claims, designated by the Surveyor General as Mineral Survey No. 2198, embracing a portion of Sections 30, 31 and 32, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, in the Elk City Mining District, Idaho County, Idaho and more particularly described in Mineral Patent recorded June 22,1909 in Book 1 of Mineral Patents at page 183, records of Idaho County, Idaho.

The Wolverine Lode Mining Claim designated by the Surveyor General as Mineral Survey No. 2770 embracing a portion of Section 32, Township 29 North, Range 8 East, Boise Meridian, in the Elk City Mining District and more particularly described in Mineral Patent recorded November 15, 1939 in Book 3 of Mineral Patents at page 3, records of Idaho County, Idaho.  LESS any portion of the Wolverine Lode mining claim lying in the Spotted Deer Lode Claim in Mineral Survey No. 2198.

LESS State Highway Right of Way.

[NOTARY]

PURCHASE AND SALE AGREEMENT - 22

EXHIBIT F

Form of Royalty Deed

PURCHASE AND SALE AGREEMENT - 23

ROYALTY DEED

This Royalty Deed is made this 18 day of April, 2014, between New Jersey Mining Company (“NJMC”), an Idaho corporation, with an address of 201 N. 3^rd Street, Coeur d’Alene, Idaho 83814, hereinafter referred to as “NJMC,” the Grantor, and Green Future, LLC, an Idaho Limited Liability Company, with an address of 254 W. Hanley Ste. A, Coeur d’Alene, ID 83815, hereinafter referred to as “Green Future,” the Grantee.

Grantor does hereby remise, release and forever quitclaim unto Grantee, its successors and assigns, a production royalty of one and one-quarter percent (1.25%) of the Net Smelter Returns of all ores or concentrates of minerals mined and shipped from the Premises described in paragraph E of this Royalty Deed (the “NSR Royalty”).

A.

“Net Smelter Returns” means the amount paid by any smelter or other ore purchaser for ores or concentrates sold less actual costs of transportation and other costs in the course of handling, assumed by or charged to NJMC (including freight, insurance and tax) in making shipments from the Premises or NJMC’s mill to the smelter or other purchaser, less all charges for refining, sampling, assaying and penalties, less all royalties or overriding royalties burdening the Premises that exist on the date of this Agreement, and less gross production, severance, general property and other taxes attributable to production from the Premises. If NJMC chooses to process the concentrates in its own metallurgical plant, Net Smelter Returns shall be calculated using typical terms of a North American smelter.

B.

The NSR Royalty shall be accounted for and paid monthly to Green Future within 30 days after the end of each calendar month within which the minerals are sold and payment received. All payments shall be accompanied by a statement explaining the manner in which payment was calculated. No royalty shall be due or payable on any minerals stockpiled on the Premises until the sale or disposition thereof, provided NJMC shall give Green Future a notice specifying the tonnage and location of any such stockpiles annually. Within 90 days after receiving the above described statement of account, Green Future shall give notice of any objections to the statement, for any reason, touching upon its accuracy or inaccuracy, by mailing such objections to NJMC to its address for notice as provided herein; and unless Green Future makes an objection within the 90-day period, Green Future shall be deemed to have waived any right it may have had to object to anything contained in such statement.  

C.

Grantor shall have the right to commingle ore, concentrates, minerals and other material mined and shipped from the Premises with ore, concentrates, minerals and other material mined and shipped from other lands and properties; provided, however, that Grantor shall calculate from representative samples the average grade thereof and other measures as are appropriate, and shall weigh (or calculate by volume) the material before commingling.  In obtaining representative samples, calculating the average grade of the ore and average recovery percentages, Grantor may use any procedures accepted in the mining and metallurgical industry which it believes suitable for the type of mining and processing activity being conducted and, in the absence of fraud, its choice of such procedures shall be final and binding on Green Future.  In addition, comparable procedures may be used by Grantor to apportion among the commingled

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materials all penalty and other charges and deductions, if any, imposed by the smelter, refiner, or purchaser of such material.

E.

“Premises” means those certain patented and unpatented mining claims situated in Idaho County, Idaho, more particularly described as:

The Red Elk Group of placer mining claims designated by the Surveyor General as Mineral Survey No. 2197, consisting of the Red Elk No. 1 and Red Elk No. 2 Patented Mining Claims in the Elk City Mining District and embracing a portion of Sections 32 and 33, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, more particularly described in Mineral Patent recorded June 22, 1909 in Book 1 of Mineral Patents at page 178, records of Idaho County, Idaho.

LESS that portion of the Red Elk No. 1 lying southerly from the South bank ordinary high water line of the South Fork of the Clearwater River.

The Elk No. 1 Group, consisting of the Elk No. 1, Alberta No. 1, Alberta No. 2, Alberta No. 4, Alberta No. 5, Alberta No. 6, Spotted Deer, Spotted Deer No. 2 and Spotted Deer No. 3, Spotted Deer No. 4 Lode mining claims, designated by the Surveyor General as Mineral Survey No. 2198, embracing a portion of Sections 30, 31 and 32, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, in the Elk City Mining District, Idaho County, Idaho and more particularly described in Mineral Patent recorded June 22,1909 in Book 1 of Mineral Patents at page 183, records of Idaho County, Idaho.

The Wolverine Lode Mining Claim designated by the Surveyor General as Mineral Survey No. 2770 embracing a portion of Section 32, Township 29 North, Range 8 East, Boise Meridian, in the Elk City Mining District and more particularly described in Mineral Patent recorded November 15, 1939 in Book 3 of Mineral Patents at page 3, records of Idaho County, Idaho.  LESS any portion of the Wolverine Lode mining claim lying in the Spotted Deer Lode Claim in Mineral Survey No. 2198.

LESS State Highway Right of Way.

and the premises under lease pursuant to the Lease of Surrounding Unpatented Mining Claims attached as Exhibit G to the Purchase and Sales Agreement.

F.

Miscellaneous.

1.

Any communication or delivery hereunder shall be deemed to have been made and the receiving party charged with notice when received whether by (i) personal delivery, (ii) telecopy, electronic or facsimile transmission, (iii) mail, or (iv) overnight courier.  All notices shall be addressed as follows:

If to Grantor:      

[Intentionally Omitted]

If to Grantee:                 

[Intentionally Omitted]

Either party may, by written notice so delivered to the other party, change the address or individual to which delivery shall thereafter be made.

2.

Grantor may assign, transfer, convey or otherwise dispose of any portion of its interest in the Premises if Grantor first obtains from the transferee and provides to Grantee a

2

written assumption of the obligations under this Royalty Deed.  Grantee may, transfer all, but not a fraction, of its interest under this Royalty Deed following written notice to Grantor and written approval of Grantor of the transfer, which approval shall not be unreasonably withheld.

3.

Nothing in this Royalty Deed shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership relationship between the parties.

4.

This Royalty Deed is to be governed and construed under the laws of the State of Idaho.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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Dated this 18^th day of April, 2014.

New Jersey Mining Company, an Idaho corporation

By: __/s/John Swallow

John Swallow, President

[NOTARY]

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EXHIBIT G

[Lease of Unpatented Mining Claims]

PURCHASE AND SALE AGREEMENT - 14

LEASE OF UNPATENTED MINING CLAIMS

THIS MINING LEASE, effective as of the 18^st day of April, 2014 (Effective Date"), regardless of the actual times of signing and acknowledgment, between Green Future, LLC (“Green Future”) an Idaho Limited Liability Company, hereinafter called Lessor, and, New Jersey Mining Company, an Idaho Corporation, (“New Jersey”) hereinafter called Lessee.

WHEREAS:

Lessor is a mining company with rights to certain unpatented mining claims, and has the desire to bring the mining claims into a production stage through the exploration and development process;

WHEREAS, Lessee has acquired from the Lessor certain patented mining claims known as the Red Elk Group, the Elk No. 1 Group, and the Wolverine Lode Mining Claim described on Exhibit A which by this reference is made a part of this Lease. (hereinafter referred to as the “Patented Mining Claims”);

WHEREAS, Lessee desires to mine the Patented Mining Claims and obtain the right to mine an adjoining 600 foot zone around the Patented Mining Claims, plus any inferior fractions to a continuous outside perimeter boundary of the Patented Mining Claims;

WHEREAS, Lessor owns the rights to mine certain unpatented mining claims upon BLM land as of the date hereof situated in Idaho County, Idaho that surround the Patented Mining Claims and may include inferior fractions within the Patented Mining Claims, and

WHEREAS, Lessor has the desire to lease to the Lessee a 600 foot area surrounding the Patented Mining Claims contemporaneously with the transfer of title to the Patented Mining Claims so that the Lessee may chase mineralization that certain distance outside the Patented Mining Claims.

WITNESSETH:

ARTICLE 1.  DESCRIPTION OF THE PROPERTY. Lessor represents that it is the owner of unpatented mining claims situated in Idaho County, Idaho, within 600 feet of the Patented Mining Claims.  Any additional mining properties acquired by Lessee or Lessor within a 600 foot distance from the outside boundary of the Patented Mining Claims shall become part of and incorporated into this agreement.  

ARTICLE 2.  GRANT OF LEASE. The Lessor, in consideration of payments, royalties, and other considerations, herein reserved and the covenants to be performed by Lessee, does hereby lease, let and demise unto Lessee, its successors and assigns, all of the above described mineral rights of property (hereinafter referred to as the "Leased Premises" or "Demised Premises").

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ARTICLE 3.  TERM OF LEASE. The primary term of this lease shall be fifteen (15) years to commence on the day this lease is effective.  Upon written notice, which must be sent to Lessor at least thirty (30) days prior to the expiration of the primary term in order to be effective, Lessee may extend this lease for up to two successive terms of fifteen (15) years each, and so long thereafter as ores or minerals from the Leased Premises are being developed, mined, processed or marketed on a continuing basis, or when exploration activities have advanced far enough that construction activities related to the start up of ore production are expected to commence within two to three years.  

ARTICLE 4.  POSSESSION AND CONTROL OF PROPERTY. Lessee shall have, and it is hereby given and granted, the right to enter upon and take over, at the beginning of the primary term hereof, the sole and exclusive possession and control of the surface and underground facilities of the Leased Premises and the mine dump during the term of this lease, to remain in the sole and exclusive possession and control thereof, and to investigate, measure, sample, examine, test, develop, work, mine, operate, use, manage, and control the same and the water and water rights appurtenant thereto, and to mine, extract, and remove from said property the ores and minerals therein and appurtenant and belonging thereto, and to treat, mill, ship, sell or otherwise dispose of the same and receive the full proceeds there from less royalties; and to erect, construct, maintain, use and operate thereon and therein buildings, structures, machinery and equipment, including milling, processing and tailings facilities.  The time, nature, location and extent of such or any or all the above activities and mining or mining operations and the cessation and resumption thereof shall be at the sole discretion of Lessee, and may include, without limitation, open pit, underground, strip, or solution mining methods, together with the right to use so much of the surface as may be necessary, useful or convenient for the enjoyment of all rights herein granted including construction of a surface mine waste rock dump, and a tailings impoundment facility, if necessary, from development of the Leased Premises.

(a)

DATA. Lessor shall make all data relating to the Leased Premises available to the lessee, which the Lessee may copy or reproduce at the lessee's cost.  Such data shall include without limitation, in hard copy or electronic form, all data and information relating to exploration, planning, mining, metallurgy, processing, land, mineral rights, water rights, timber rights, permits, taxes, claim fees and status, economic data or projections, geologic, geochemical and geophysical data including reports, maps, sections and drill logs, core and/or cuttings, and any and all assays, analyses, reports, processes, and any other data, records or reports relating to the Leased Premises.

(b)

TIMBER AND BUILDINGS.  Lessor shall retain the sole and exclusive right to manage, use and harvest timber upon the property.  Lessor shall retain the rights to control of existing buildings and storage areas on the property.  The Lessor shall have access to the Leased Premises for this purpose.  

ARTICLE 5.  MANNER OF WORK. Lessee agrees to cause all work, development and mining to be done in a careful and miner like manner, and to conform in all respects to the mining laws and regulations of the United States and the State of Idaho.

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ARTICLE 6.  WORK REQUIREMENTS. The Lessee is not subject to any minimum work requirement being performed upon the Leased Premises.

The term "upon" means exploration or development work performed within the exterior vertical boundaries of the Leased Premises. Should the Lessee perform any work upon the Leased Premises, any and all geological information obtained by the Lessee will be copied to the Lessor, and will be the Lessor’s possession upon termination.

ARTICLE 7.  PAYMENTS AND ROYALTIES.

(a)

Payments.   Lessee shall pay Lessor upon signing of this agreement Ten Dollars ($10) and Lessee shall pay a yearly payment equal to one-half (1/2) of the BLM maintenance fees as they become due of the claims owned by the Lessor within 600 feet of the Patented Mining Claims.  

(b)

Royalty Schedule. Lessee shall pay Lessor a 1.25% Net Smelter Royalty on all development and production ores and minerals extracted, milled and sold from the Leased Premises in the manner as described in the Royalty Deed for the Patented Mining Claims attached herewith as Exhibit F to the Purchase and Sale Agreement and incorporated herein as part of this lease.

ARTICLE 8.  TAILINGS AND RESIDUE. Tailings and other residue resulting from the milling or other beneficiating of ores produced from the Leased Premises and subsequently utilized in mining operations shall be the sole and exclusive property of Lessee prior to and after termination of this lease.  Tailings and other residue remaining underground in the Leased Premises shall become the property of the Lessor upon termination of this lease.

ARTICLE 9.  CROSS-MINING RIGHTS. Lessee is hereby granted the right, if it so desires, to mine or remove from the Leased Premises any ores, waste, water and other materials existing therein or thereon or in any part thereof, through or by means of shafts, openings or pits which may be sunk or made upon adjoining or nearby property owned or controlled by Lessee, and may stockpile any ores, waste, or other materials and/or concentrated products of ores or materials from the Leased Premises or any part thereof, upon stockpile grounds situated upon any such adjoining or nearby property; and Lessee may, if it so desires, use the Leased Premises and any part thereof and any shafts, openings, pits and stockpile grounds sunk or made thereon for the mining, removal and/or stockpiling of any ores, waste, water and other materials and/or concentrated products of ores or materials from any such adjoining or nearby property, or for any purpose or purposes connected therewith, not, however, preventing or interfering with the mining or removal of ore from the Leased Premises.  If, after this lease expires or terminates, Lessee is exploring, mining or developing adjacent properties thereto, it may use any haulage ways developed during the terms of the lease for ingress and egress reasonably necessary to explore, develop or mine such adjacent properties.  The Lessee shall be responsible for haulage way maintenance costs and liabilities resulting from its negligent acts, and Lessee shall pay a reasonable fee for same.  The Lessee's right of ingress and egress shall not interfere with future development of the property by the Lessor.  This provision for ingress and egress to and from such adjacent properties shall survive the expiration or termination of this lease.

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ARTICLE 10.  VERTICAL BOUNDARY PLANES. In consideration of Lessee's execution of this mining lease, and the reciprocal benefits received by reason of the terms of this Article by the Lessor and the Lessee, Lessor and Lessee hereby agree with each other that any and all ores and minerals within the surface boundaries extended downward vertically of any claim so held under lease and herein defined as Leased Premises shall belong to such claim, excepting any APEX rights emanating from lessees acquired Patented Mining Claims, or as may be designated in prior agreements made by the Lessor.  It is understood that the concept of vertical boundaries applies only as between Lessor and Lessee, and that neither party intends to, or will, give up any extra lateral rights to third parties.  

ARTICLE 11.  RECORDS, INSPECTION AND ACCESS TO LEASED PREMISES. Lessee's engineering progress maps and all factual exploration, development and production data including drill core and assay results (but excluding interpretive information or data) from the Leased Premises shall be available upon reasonable request for Lessor's inspection.  The Lessor may enter said property at reasonable times for the purpose of inspecting the same or for the purposes described in Article 4 (b), and Lessee shall facilitate such inspection and entry in reasonable ways, but Lessor shall enter upon said Leased Premises at Lessor's own risk and so as not to hinder unreasonably the operations of Lessee; and the Lessor shall indemnify and hold harmless the Lessee from any damage, claim or demand by reason of injury to or the presence of the Lessor or the Lessor's agents, representatives, licensees, or guests or any of them on the Leased Premises or approaches thereto.

ARTICLE 12.  TAXES. Lessor shall pay before they are delinquent all general property taxes for patented claims and governmental rental fees for unpatented claims assessed against the Lessor's ownership in the Leased Premises during the term of this lease.  Lessor shall also pay, before they are delinquent, all taxes levied or assessed against any or all personal property, machinery and equipment placed upon the Leased Premises by the Lessor during the term of this lease.  Lessee shall pay any severance tax and all other taxes that are now or may be hereafter levied and computed on the amount or value of ores produced from the Leased Premises.  Lessee shall submit to Lessor proof of payment of such taxes and claim rental fees.

ARTICLE 13.  STATE AND FEDERAL LAWS AND REGULATIONS.  Lessee shall comply with the Workmen's Compensation laws of Idaho and with Social Security, Unemployment Insurance and all other state and federal laws and regulations relating to Lessee's operations and shall save Lessor harmless from any claim for damages or liability by reason thereof.  Lessee agrees to maintain Federal Mine Safety standards, including application for MSHA numbers and authorization. Lessee agrees to follow all Environmental Protection regulations and Clean Water Standards.

ARTICLE 14.  PROTECTION FROM LIENS AND DAMAGES. Lessee shall keep the Leased Premises and the whole and every part thereof free and clear of liens for labor done or work performed upon the Leased Premises or materials furnished to it for the development or operation thereof under this lease while the same is in force and effect, and will save and keep harmless Lessor from all costs, loss or damage which may arise by reason of injury to any persons employed by Lessee in or upon the Leased Premises or any part thereof or which may arise by reason of injury to any persons or damage to any property as the result of any work or

4

operations of the Lessee or of its possession and occupancy of the Leased Premises.  A lien upon the property shall not constitute a default if the Lessee in good faith disputes the validity of the claim, in which event the existence of the lien shall constitute a default only from and after the validity of the lien has been adjudicated.  In any case Lessee will hold Lessor harmless and protect Lessor from any and all actions that may occur while property is in the possession of Lessee.

ARTICLE 15.  FORCE MAJEURE. If Lessee is unable to perform any of the terms or covenants of this lease by reason of damage or delay resulting from disaster, labor disturbances, shortage of labor, strikes, lockouts, act of God, or from any regulations or restrictions of any governmental agency, or on account of any eventuality beyond the reasonable control of Lessee, including state and federal environmental statute or regulation, Lessee shall be excused from performance during the period of such prevention and the time for performance of such obligations shall be extended for a period equal to the period or periods of prevention. In the event Lessee or its purchaser of concentrates or crude ore is, becomes or believes it is about to become subject, at any time, to environmental regulations (which shall include any governmental law, rule, order, regulation, policy, proposal or restriction relating to environmental pollution) which will prohibit or materially affect any operation Lessee is carrying out, or planning to carry out hereunder, Lessee shall have the right to declare the existence of a condition of force majeure during the period in which it is in good faith seeking a feasible method to comply with, be exempted from, modify, obtain necessary permits or licenses under, or prevent the enactment or promulgation of said environmental regulations.  Lessee agrees to use reasonable diligence to remove causes of force majeure as may occur from time to time, but shall not be required to settle strikes or other labor difficulties contrary to its own judgment.

ARTICLE 16.  DEFAULT. The failure of Lessee to make or cause to be made any of the material payments herein provided for or to keep or perform any material agreement on its part to be kept or performed according to the terms and provisions of this lease, shall, at the election of the Lessor, constitute a forfeiture hereof; provided, however, that in the event of a default on the part of the Lessee, the Lessor shall give to the Lessee a written notice of its intention to declare a forfeiture of this lease and to terminate the same on account thereof, or of its intention to take other action to enforce this lease, specifying the particular default or defaults relied upon by it, and Lessee shall have a reasonable time (which in any case shall not be less than sixty (60) days) after receipt of such notice in which cure such default or defaults, in which event there shall be no forfeiture therefor, and no other action may be taken for enforcement.  If Lessee disagrees that such default occurred, it shall so advise Lessor in writing within thirty (30) days after receipt of the notice of default.  If, within fifteen (15) days thereafter, the parties have not resolved the dispute by mutual agreement, the issue of default shall then be submitted to arbitration under Article 21 below.  In the event that Lessor does terminate this lease on account of a breach by Lessee, Lessee shall be under no further obligation or liability hereunder to Lessor from and after the date of such termination except for the performance of obligations and the satisfaction of liabilities to Lessor or third parties or respecting the Leased Premises, which have accrued to the date of such termination.

ARTICLE 17.  CANCELLATION. Notwithstanding any provision herein to the contrary, Lessee may at any time upon 30 days written notice, cancel and terminate this lease in its

5

entirety.  Upon total cancellation and termination of this lease, Lessee shall be under no further obligation of whatsoever kind or nature to the Lessor except any cleanup, closures, revegetation or any other action that may return of property in a safe manner, and for the making of payments which have already accrued to the date of such cancellation and termination, including governmental rental fees for unpatented claims and for the payment of Lessee's proportion of the aforesaid property taxes accrued while this lease was in effect.  If Lessee shall have included any part of the Leased Premises in a "producing group" for assessment purposes, and taxes based on such assessment shall have been levied but shall not have been paid at the time of cancellation and termination Lessee shall pay such taxes before they are delinquent.  Work requirements specified in Article 6 shall cease upon the date such notice is given.

ARTICLE 18.  SURRENDER OF PROPERTY. In the event of a valid forfeiture, cancellation, or other termination of this lease, Lessee shall surrender to Lessor peaceable possession of the Leased Premises and at the written request of Lessor shall deliver to the Lessor a written relinquishment hereof, together with a copy, if requested by Lessor within thirty (30) days after termination of this lease, of its engineering progress maps showing any workings made or uncovered by Lessee on the Leased Premises.  The Lessee's factual exploration, development and production data including drill core and assay results (but excluding interpretive information or data) from the Leased Premises shall be available upon request to the Lessor.

ARTICLE 19.  REMOVAL OF EQUIPMENT. Lessee shall have and is hereby given and granted eighteen (18) months after a valid forfeiture, cancellation or other termination of this lease to remove from said property all buildings, structures, warehouse stocks, merchandise, materials, tools, hoists, compressors, engines, motors, pumps, transformers, electrical accessories, metal or wooden tanks, pipes and connections, rails, mine cars and any and all machinery, trade fixtures, and equipment erected or placed in or upon said property by it, provided that such right of removal shall not extend to foundations and mine timbers in place unless Lessor shall have given his previous written consent thereto.  If Lessee is hampered by snowdrifts, washouts, inclement weather, or other climatic conditions, from completing the removal of said property and equipment within the time specified, then Lessor agrees to extend the time by a reasonable period if requested by Lessee.

ARTICLE 20.  TITLE AND PATENT. Lessor covenants that Lessor now holds title and possession of the Leased Premises free and clear from all former grants, sales, liens, or encumbrances of any kind, and that there are no delinquent taxes and all government rental fees are current; that Lessor has no knowledge of any defects in title or adverse claims and agrees to furnish Lessee such abstracts, deeds, or other evidences of title as may be in Lessor's possession and control, and to allow and cooperate with Lessee, at Lessee's option and initial expense, to have abstracts brought to date and to take such steps and proceedings to search and perfect title as Lessee shall deem advisable.  All reasonable expense so incurred by Lessee shall apply as a credit against royalties.  Should Lessor decide not to continue such ownership, then Lessee has first rights to assume ownership of these claims.

ARTICLE 21.  ARBITRATION OF DISPUTES. Any controversy, dispute or claim arising out of or from this lease, or alleged breach thereof, shall be settled by arbitration pursuant to the

6

Uniform Arbitration Act of the State of Idaho (Sections 7-901, et.seq., Idaho Code) as amended and as in effect on the date either party commences arbitration proceedings.  Said Act shall control the substantive and procedural aspects of the proceedings unless otherwise agreed in this lease.  Judicial review may be had pursuant to said Act.

(a)

Proceedings shall be initiated by the complaining party serving upon the other party a complaint, as would be done in court proceedings.  The allegations regarding the circumstances giving rise to the issues to be arbitrated shall be stated in detail and with particularity.  The party upon whom the complaint is served shall answer or otherwise respond with a pleading just as is required by the Idaho Rules of Civil Procedure for a court action.  Except, however, the response shall be served upon the initiating party within 30 days from the date of service of the complaint.

(b)

The parties shall agree upon an arbitrator, who shall be a retired State of Idaho District Court judge (not a retired Magistrate) who is neutral, competent and willing to serve and, if possible, who has experience in cases involving mining and mining contracts.  Should the parties fail to reach agreement on appointment of an arbitrator within 20 days from the date proceedings are initiated, either party may apply to the court for appointment of an arbitrator who meets the criteria set forth herein pursuant to the provisions of section 7-903 Idaho Code.

(c)

Prehearing discovery shall not be allowed except upon order of the arbitrator for good cause shown, the parties being in agreement that the expense and time associated with discovery should be minimized, and that this desire should, however, be balanced against the need for each party to be able to effectively present its case.

(d)

Each party to the arbitration proceedings shall bear one-half of the arbitrator's fees and expenses, which shall be promptly paid by each party monthly within 15 days from the submission by the arbitrator to the parties of his reasonably detailed and itemized statement for services rendered, which statement shall be submitted by the arbitrator at the end of each month.

(e)

Each party shall bear its own attorney's fees and costs of litigation for the proceedings before the arbitrator.  This subparagraph (e) is not applicable to court proceedings, in which event the parties recognize that applicable law shall govern and the matter will be decided by the court.

ARTICLE 22.  RECORDATION OF SHORT FORM NOTICE.  Lessor agrees to execute, upon request by Lessee, a short-form notice of this lease, which notice shall be for purposes of recordation in the real property records of Idaho County, Idaho.

ARTICLE 23.  NOTICES. Any notices required or permitted to be given to the Lessor hereunder shall be considered as delivered forty-eight (48) hours after the same shall have been deposited in the United States mail, duly registered, with postage thereon prepaid.  All notices given hereunder shall be addressed to the respective addresses given below:

7

If to Lessor,

[Intentionally Omitted]

and if to Lessee,

New Jersey Mining Company

[Intentionally Omitted]

Said addresses for receiving notices may be changed by either party upon two (2) days previous notice to the other party.

ARTICLE 24.  INUREMENT. These presents shall inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the parties hereto.

ARTICLE 25.  CONFIDENTIALITY  All information obtained or generated in connection with the performance of this lease agreement by the Lessee shall be the exclusive property of the Lessee.  The terms of this lease agreement and any and all information obtained or generated in connection with the performance of this lease agreement may not be disclosed to any third party or the public by the Lessor without the express prior written consent of the Lessee, except that prior written consent is not required if Lessor is required to disclose specific information to a governmental agency as required by pertinent law or regulation.

ARTICLE 26.  CONSTRUCTION. Titles to the respective articles hereof shall not be deemed a part of this lease but shall be regarded as having been used for convenience only.

ARTICLE 27. CHOICE OF LAW.  The parties agree the laws and courts of the State of Idaho shall be the venue and choice of law for resolution of any disputes between the parties.

ARTICLE 29. OTHER TERMS. This agreement is the complete agreement between the parties and no amendment of this agreement shall be deemed effective unless agreed to by all the parties in writing. A waiver of one or more terms of this agreement shall not constitute a waiver of any of the other terms of this agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 [Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above written.

LESSOR

Green Future, LLC  

By: _/s/John Ryan

Name/Title: John Ryan, President of the

Managing Member

[NOTARY]

LESSEE

New Jersey Mining Company

By: __/s/John Ryan

Name/Title: John Swallow/President

[NOTARY]

9

Exhibit A

To the Lease of Unpatented Mining Claims

The following described real estate, situated in the County of Idaho, State of Idaho

The Red Elk Group of placer mining claims designated by the Surveyor General as Mineral Survey No. 2197, consisting of the Red Elk No. 1 and Red Elk No. 2 Patented Mining Claims in the Elk City Mining District and embracing a portion of Sections 32 and 33, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, more particularly described in Mineral Patent recorded June 22, 1909 in Book 1 of Mineral Patents at page 178, records of Idaho County, Idaho.

LESS that portion of the Red Elk No. 1 lying southerly from the South bank ordinary high water line of the South Fork of the Clearwater River.

The Elk No. 1 Group, consisting of the Elk No. 1, Alberta No. 1, Alberta No. 2, Alberta No. 4, Alberta No. 5, Alberta No. 6, Spotted Deer, Spotted Deer No. 2 and Spotted Deer No. 3, Spotted Deer No. 4 Lode mining claims, designated by the Surveyor General as Mineral Survey No. 2198, embracing a portion of Sections 30, 31 and 32, Township 29 North, Range 8 East, Boise Meridian, Idaho County, Idaho, in the Elk City Mining District, Idaho County, Idaho and more particularly described in Mineral Patent recorded June 22,1909 in Book 1 of Mineral Patents at page 183, records of Idaho County, Idaho.

The Wolverine Lode Mining Claim designated by the Surveyor General as Mineral Survey No. 2770 embracing a portion of Section 32, Township 29 North, Range 8 East, Boise Meridian, in the Elk City Mining District and more particularly described in Mineral Patent recorded November 15, 1939 in Book 3 of Mineral Patents at page 3, records of Idaho County, Idaho.  LESS any portion of the Wolverine Lode mining claim lying in the Spotted Deer Lode Claim in Mineral Survey No. 2198.

LESS State Highway Right of Way.

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EX-10

Exhibit 10.10

CONSENT, WAIVER AND ASSUMPTION OF VENTURE AGREEMENT

This Consent, Waiver and Assumption of Venture Agreement (this “Consent”) is entered into as of this 28th day of February, 2014, by and between New Jersey Mining Company, an Idaho corporation (“NJMC”) and Crescent Silver, LLC, a Delaware limited liability company formerly known as HUSC, LLC (“Crescent”).

RECITALS

WHEREAS, NJMC and United Mine Services, Inc., an Idaho corporation (“UMS”) are parties to a Venture Agreement, dated January 7, 2011 and attached hereto as Exhibit A (the “Agreement”), regarding the expansion and operation of the New Jersey Mill, a mineral processing facility; and

WHEREAS, United Silver Corp. (“USC”), the sole shareholder of UMS, and Crescent previously entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) pursuant to which, among other things, USC issued a secured promissory note (the “USC Note”) to Crescent;

WHEREAS, UMS guaranteed USC’s repayment obligations under the USC Note pursuant to a Subsidiary Guaranty, dated February 1, 2012 (the “Subsidiary Guaranty”);

WHEREAS, UMS’s obligations under the Subsidiary Guaranty are secured pursuant to a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixtures Filing, dated February 1, 2012 (the “Mortgage”) covering the certain real property owned by UMS, and a Security Agreement, dated February 1, 2012 (the “Security Agreement”) covering all of UMS’s tangible and intangible personal property, and a Blocked Accounts Agreement (the “Accounts Agreement” and together with the Mortgage and Security Agreement, the “Security Documents”) each executed in favor of Crescent;

WHEREAS, USC defaulted on its obligations under the Securities Purchase Agreement and the USC Note, and pursuant to an application by Crescent for the appointment of Duff & Phelps Canada Restructuring Inc. (“D&P”) as receiver and manager over all of the property, assets and undertakings of USC in accordance with section 243 of the Bankruptcy and Insolvency Act (Canada) and section 101 of the Courts of Justice Act (Ontario) the Ontario Superior Court of Justice appointed D&P as receiver over USC (the “Receivership”);

WHEREAS, in connection with the Receivership, UMS intends to enter into a Consensual Foreclosure Agreement (the “Foreclosure Agreement”) with Crescent and execute a Deed in Lieu of Foreclosure (the “Deed in Lieu of Foreclosure” and together with the Foreclosure Agreement, the “Foreclosure Documents”) in favor of Crescent, pursuant to which UMS will transfer all of its right, title and interest in and to substantially all of its assets, including, without limitation, the Agreement, to Crescent (the “Collateral Transfer”);

WHEREAS, the Agreement places certain restrictions and limitations on, and provides certain Preemptive Rights (as defined in the Agreement) with respect to, a transfer of an interest Agreement or a party’s Participating Interest or the Assets (each as defined in the Agreement); and

WHEREAS, the parties desire to execute this Consent to provide for NJMC’s consent to the transfer of UMS’s interest in the Agreement, including, without limitation, with respect to its Participating Interest and the Assets, and to provide for Crescent’s assumption of all of UMS’s rights and obligations under the Agreement.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.

Waiver and Consent.  NJMC hereby waives its rights to enforce any of the restrictions, limitations or Preemptive Rights provided in the Agreement and hereby consents to the transfer of all of UMS’s rights and obligations under the Agreement, including, without limitation, with respect to its Participating Interest and the Assets, to Crescent in connection with the Collateral Transfer. This waiver and consent is applicable to the transfer and to Crescent’s assumption of UMS’s rights under the Agreement only, and is not intended to alleviate Crescent’s duty to seek consent under the Agreement should it hereafter desire to assign its rights to a third party. NJMC gives its waiver and consent without agreeing to be bound by any of the documents referred to herein, except Exhibit A.

2.

Assumption.  Crescent hereby acknowledges the assumption of all of UMS’s rights under the Agreement and hereby acknowledges the assumption of and agrees to perform all of UMS’s obligations under the Agreement arising from and after the date hereof.  Further, Crescent hereby agrees to pay to NJMC the amount of dollars $42,580 (US Dollars), which represents the full amount of all balances owed by UMS to NJMC as of the date of this Consent within (30) days following the consummation of the Collateral Transfer.

3.

No Default.  NJMC hereby represents and warrants that there exists no default or event of default under the Agreement with respect to the duties, obligations or performance of UMS, and that there exists no condition, event, fact or occurrence that, by service of notice or passage of time or both would constitute an event of default on the part of UMS under the Agreement.

4.

No Amendments.  NJMC hereby represents and warrants that the Agreement, as described above, has not been supplemented or amended in any respect, is valid and in full force and effect, represents the entire agreement between the parties thereto, and will continue in full force and effect from and after the date hereof in accordance with its terms.

5.

Governing Law.  This Consent will be governed by and construed in accordance with the laws of the State of Idaho and without regard to conflicts of law doctrines.  

6.

Counterparts.  This Consent 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.  This Consent may be executed by facsimile signature.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Consent, Waiver and Assumption of Venture Agreement effective as of the date first above written.

NEW JERSEY MINING COMPANY

CRESCENT SILVER, LLC

By: /s/ Grant Brackebusch

By: /s/ Nathaniel Klein

Name: Grant Brackebusch

Name:

Nathaniel Klein

Title: Vice President

Title: Manager

EXHIBIT A

VENTURE AGREEMENT

[Intentionally Omitted]

EX-10

Exhibit 10.11

MILLING AGREEMENT

THIS MILLING AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of May, 2014, ("Effective Date") by and between NEW JERSEY MINING COMPANY, an Idaho corporation, whose address is P.O. Box 1019, 89 Appleberg Road, Kellogg, Idaho 83837 ("NJMC"), and GOLD HILL RECLAMATION AND MINING, INC., an Idaho corporation, whose address is 5319 S. Apple Street, Boise, Idaho 83716 ("Gold Hill").

RECITALS

A.

NJMC is the controlling owner and operator of the New Jersey Mill in Shoshone County, Idaho (the "NJ Mill").

B.

Gold Hill is the lessee of certain mining properties in Shoshone County, Idaho referred to as the "Golden Chest Mine” from which it intends to mine gold- and silver-bearing ores.

C.

Gold Hill desires to ship ores from the Golden Chest Mine to the NJ Mill for milling, processing and recovery of gold and silver contained therein, and NJMC is willing to perform such services, all in accordance with the provisions hereof.

AGREEMENT

In consideration of the mutual benefits and obligations herein provided and other good and valuable consideration, NJMC and Gold Hill agree as follows:

ARTICLE 1

DEFINITIONS

1.1

DEFINITIONS. In addition to the terms defined elsewhere in this Agreement, as used herein the words and phrases defined in this Article shall have the meanings given below. Whenever the singular or plural number, or the masculine, feminine, or neuter gender is used in this Agreement, it shall equally, where the context admits, include the others.

"Affiliate" means any Person that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Agreement" means this Milling Agreement, as it may be modified or amended from time to time, together with all Exhibits to it.

"Confidential Information " means the terms of this Agreement, all Technical Data, and any other information concerning any matters affecting or relating to the NJ Mill and the Golden Chest Mine and the performance of this Agreement, except to the extent that such information has already been publicly released as allowed herein by the Party providing such information or that the recipient of such information can demonstrate was previously publicly released by a Person who did not do so in violation or contravention of any duty or agreement.

“Concentrate Products” means flotation concentrate containing gold and silver recovered from Treatment Ores after Milling that are ready to be shipped to a smelter for smelting.

“Crescent Silver” means Crescent Silver LLC.

"Dore’ Products" means metallic gold and silver recovered from Treatment Ores after Milling in the form of dore’ bars that are ready to be shipped to a refinery for refining.

"Fed to Process" means the introduction of Treatment Ores into the grinding process at the NJ Mill.

"Golden Chest Mine" means the mining properties in Shoshone County, Idaho leased by Gold Hill from Golden Chest, LLC, as more particularly described in Exhibit A attached hereto.

"Governmental Authority" means any governmental authority, any local authority and any political subdivision of any of the foregoing, any multi-national organization or body, any agency, department, commission, board, bureau, court or other authority thereof, or any quasi-governmental or private body exercising, or purporting to exercise, any executive, legislative, judicial, administrative, police, regulatory or taxing authority or power of any nature.

"Governmental Authorization" means any License, franchise, approval, certificate, consent, ratification, permission, confirmation, endorsement, waiver, certification, registration, transfer, qualification or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement.

"Grade" means the concentration by weight of gold or silver (as the case may be) in the substance being tested after it has been dried. Grade shall be expressed in grams per dry metric tonne.

"Indemnify" when stated as a covenant of a Party in a provision of this Agreement in respect of claims, damages, losses, and liabilities means the undertaking by such Party of an obligation to indemnify, defend, and hold harmless the other Party and any other parties who are to be indemnified pursuant to such provision, and it’s or their Affiliates, and their respective directors, officers, agents, and representatives (collectively "Indemnitees"), from and against any claims, demands or suits by any Person, losses, liabilities, damages, obligations, payments, costs and expenses (including, without limitation, damages or losses incurred by the Indemnitees and the costs and expenses of defending any and all actions, suits, proceedings, demands and assessments and of enforcing the indemnification obligation, which shall include reasonable attorneys' fees and court costs, but excluding any incidental or consequential damages or loss of profits) resulting from, relating to, arising out of, or incurred in connection with the covenant, agreement, action, risk, or other cause with respect to which the indemnification is given, provided, however, that such indemnification shall not be applicable to such claims, demands, etc. to the extent that they result from the negligence or willful misconduct of the indemnified Party.

"Legal Requirement" means any law, statute, ordinance, decree, requirement, order, treaty, proclamation, convention, rule or regulation (or official interpretation of any of the foregoing) of any Governmental Authority and the terms of any Governmental Authorization.

"Licenses" means all licenses, permits, and other authorizations necessary for the conduct of Milling.

"Milling" means all undertakings, activities, and operations engaged in by NJMC in the performance of treating Treatment Ores at the NJ Mill and processing the same to the stage when Dore Products are recovered and delivered to a refinery or to a concentrate level sold to smelter/other recovery method .

"Party" or "Parties" means NJMC and/or Gold Hill, as the case may be.

"Person" means any individual, corporate entity, or Governmental Authority.

"Prime Rate" means the prime interest rate as quoted and published as "Prime" in the Wall Street Journal under the heading "Money Rate", as the rate may change from day to day, and which is the rate defined under such heading as being charged by 70% of the largest banks to its best customers.

"Production Ores" means all ores extracted at the Golden Chest Mine that are designated for further treatment at the NJ Mill in order to recover the gold and/or silver contained therein.

“Ramp-Up Period” means the initial three month period of milling operations which may include a short period of time prior to ore being fed to the grinding process. The commencement of the Ramp-Up Period will be the date on which the Minimum Advanced Payment is received by NJMC.

"Technical Data" means engineering studies and working papers, consultants' reports and working papers, assays, samples, analyses, environmental studies, correspondence with governmental officials and entities, metallurgical studies and reports, and all other information and data in printed or electronic form concerning the condition, operational characteristics and performance of, or other technical matters related to, the NJ Mill and the performance of Milling hereunder.

"Tonne" when used with reference to Production Ores and Treatment Ores Fed to Process means a metric tonne with a dry weight of 1,000 kilograms.

"Treatment Ores" is defined in Section 3.2.

ARTICLE 2

OBLIGATIONS TO DELIVER

AND TO MILL GOLDEN CHEST ORES

2.1

GOLD HILL OBLIGATION TO DELIVER. Gold Hill agrees that it will deliver to NJMC for Milling at the NJ Mill pursuant to the provisions hereof all of the Production Ores produced at the Golden Chest Mine.  Based upon its current mining plan, Gold Hill estimates that such deliveries of Production Ores will average around Nine Thousand (9000) tonnes per month. In the event that the NJ Mill cannot process all the Gold Hill Production Ores on an average daily rate, then Gold Hill may have the excess Production Ores processed elsewhere.

2.2

NJMC OBLIGATION TO TREAT. NJMC agrees that it will accept deliveries of Production Ores made pursuant to Section 2.1 and proceed to conduct Milling in accordance with the provisions of this Agreement of those portions of such Production Ores that are determined to be Treatment Ores pursuant to Section 3.2 and to load concentrate Products recovered therefrom on trucks for shipment     to a refinery, or smelter or other recovery method pursuant to Section 4.3.  

ARTICLE 3

DELIVERIES OF PRODUCTION ORES BY GOLD HILL

3.1

DELIVERIES OF PRODUCTION ORES. Gold Hill will deliver Production Ores to ore stockpile areas at the NJ Mill.  The Production Ores will be dumped by Gold Hill at sites designated by NJMC. Gold Hill represents and warrants (i) that it will have at the time of delivery good right and lawful authority to remove, transport, and deliver such Production Ores to NJMC; (ii) that it will have good title

and lawful possession of such Production Ores; and (iii) that such Production Ores will be free of any legal encumbrances except any royalty obligations or liens related to the financing or lease of the Golden Chest Mine, which shall be Gold Hill’s duty to discharge.  Gold Hill will advise NJMC periodically of its anticipated schedule of production of Production Ores and corresponding deliveries to NJMC.

3.2

STANDARDS. Production Ores delivered by Gold Hill must be able to be crushed and ground in the NJ Mill. Rocks larger than the 12-inch NJ Mill grizzly cannot be fed to the crusher will be stockpiled for return to Gold Hill or broken at Gold Hill’s expense. Material must also be as clean as reasonably possible, free of wood, vegetation, scrap metal, and other debris (“Ore Quality Standards”) in order to ensure favorable processing  rate by NJMC for crushing, grinding and Milling. Any issues with production ores that cause NJMC problems are to be reported on a daily basis so that issues can be resolved. The report will be to Gold Hill representative. Ores will be segregated if they are causing production issues and brought to Gold Hill representatives attention. Some blending of clay type material may be required. NJMC will allocate space so materials can be segregated as required for optimum production. There will be some tramp metal. It is incumbent on both parties to work closely together and insure the ore stream can be effectively processed.

 Gold Hill will report any potential issues in loads when delivered. This report will include notification of timbers, large rocks, and clay minerals. Deficient ores are those ores that cannot be effectively processed. NJMC must give notice to Gold Hill of the existence of any Deficient Ores and its election not to accept them for Milling daily but no later than five (5) days after such Deficient Ores are delivered at the NJ Mill. If NJMC does not give such notice within the prescribed time, NJMC will be deemed to have accepted such Deficient Ores for treatment notwithstanding that they fail to meet the Ore Quality Standards. Any Deficient Ores rejected by NJMC will remain segregated and left for pickup by Gold Hill. Gold Hill shall load and remove such Deficient Ores within ten (10) days after receiving the aforementioned notice from NJMC.  Production Ores that meet the Ore Quality Standards and Production Ores that are accepted by NJMC for Milling notwithstanding that they are determined to be Deficient Ores are referred to herein as "Treatment Ores".

3.3

WEIGHING AND SAMPLING PROCEDURES. Gold Hill will weigh all trucks prior to delivery. A Copy of weigh tickets will be provided to New Jersey. All weighing and sampling of Production Ores at the NJ Mill will be conducted by NJMC in accordance with NJMC's standard operational procedures at the NJ Mill, applied consistently to Production Ores.

3.4

LIABILITIES. NJMC shall provide Gold Hill with copies of NJMC's applicable safety standards in respect of the entry of Gold Hill's delivery trucks upon the NJ Mill property and dumping of Production Ores and retrieval of Deficient Ores, and Gold Hill shall ensure that such safety standards are complied with. Gold Hill shall be responsible for, and shall Indemnify NJMC in respect of, any claims, damages, losses, or liabilities arising from Gold Hill's activities upon the NJ Mill property.

3.5

PERMITS AND LICENSES; GENERAL INDEMNIFICATION. Gold Hill shall obtain all permits and Licenses required under applicable Legal Requirements, and shall be responsible for compliance with all other applicable Legal Requirements, in respect of mining, storing, loading, hauling, and delivering Production Ores to the point where they are dumped into stockpile at the NJ Mill. Gold Hill shall, upon written request by NJMC, supply NJMC with appropriate evidence that it has the permits and Licenses required to be obtained by Gold Hill. Gold Hill shall Indemnify NJMC in respect of any claims, damages, losses, and liabilities arising from Gold Hill's failure to obtain and/or comply with such permits and Licenses or with such other Legal Requirements and in respect of any other claims, damages, losses, and liabilities arising in respect of the Production Ores prior to delivery by Gold Hill pursuant to Section 3.1. NJMC shall, upon written request by Gold Hill, supply Gold Hill with appropriate evidence that it has the permits and Licenses required to be obtained by NJMC to operate the mill. NJMC shall

Indemnify Gold Hill in respect of any claims, damages, losses, and liabilities arising from NJMC’s failure to obtain and/or comply with such permits and Licenses or with such other Legal Requirements and in respect of any other claims, damages, losses, and liabilities arising in respect of Milling operation by NJMC pursuant in Section 4.1.

ARTICLE 4

MILLING OF TREATMENT ORES BY NJMC

4.1

MILLING BY NJMC. NJMC shall, subject to Section 9.5 with respect to Force Majeure, perform Milling of any Treatment Ores delivered by Gold Hill pursuant to Sections 3.1 and 3.2.  Based upon its current milling capacity, NJMC estimates that such Milling of the Treatment Ores will be at a rate of three hundred and sixty (360) Tonnes per day for twenty-five (25) days per calendar month, and will make such capacity available for Milling the Treatment Ore.  The 360-Tonne Milling capacity available for the processing of Gold Hill’s Treatment Ore may be decreased only in the event the Milling capacity of the NJ Mill is required to meet the processing needs of Crescent Silver for ore from the Crescent Mine in Shoshone County, Idaho.  Notwithstanding the foregoing, in no event will the Milling capacity available to process Gold Hill’s Treatment Ores at the NJ Mill be less than three thousand (3,000) Tons per calendar month.  NJMC shall not be obligated to perform Milling of Treatment Ores at a rate in excess of three hundred and sixty (360) Tonnes per operating day. If milling rates are reduced by NJMC then minimum payments in section 5.3 are waived and penalty charges for reduced rate are waived.

4.2

GRADES. NJMC will determine feed Grades in accordance with NJMC's standard practices.  These practices will be provided to Gold Hill. At the request of Gold Hill, a split of each sample will be obtained and provided to Gold Hill. NJMC will perform assays of such samples in accordance with NJMC's standard practices and at the request of Gold Hill will retain an additional split of pre-assay pulps for Gold Hill.

4.3

REFINING OR SMELTING OR OTHER PROCESSING OF PRODUCTS. NJMC shall load the Concentrate Products recovered after the completion of Milling of Treatment Ores on trucks for delivery to a refinery or smelter of Gold Hill’s choice. Gold Hill shall be responsible for selecting a refinery or smelter, arranging and insuring shipment of the Concentrate Products, and the costs of shipping, insuring and refining or smelting the Concentrate Products.

4.4

RECOVERY OF GOLD. NJMC shall attempt in good faith to maximize the recovery of gold and silver contained in the Treatment Ores by utilizing good practices at the NJ Mill, subject to Gold Hill's obligation to satisfy the Ore Quality Standards, but shall not be required to modify the NJ Mill or to implement procedures that differ significantly from the currently configured flotation circuit. NJMC will consider in good faith proposals made by Gold Hill for modification of the NJ Mill or implementation of procedures that differ significantly from the currently configured flotation circuit for the purpose of enhancing the recovery of gold from Golden Chest Mine Treatment Ores such as the addition of a gravity gold recovery circuit to the ball mill cyclone underflow stream proposed by NJMC.  Prior to Gold Hill considering the gravity circuit NJMC must provide documentation supporting investment. Any such modifications or implementations of new procedures, other than proposed gravity addition would be achieved at Gold Hill's sole cost and would be evaluated with consideration given to adverse effects upon the efficiency, schedule, and costs of processing NJMC's ores.

4.5

STANDARD OF CARE. NJMC shall in good faith perform Milling in accordance with good metallurgical practices but shall have no liability to Gold Hill for losses of metals contained in Treatment Ores that are Fed to Process or for any act or omission in the course of Milling resulting in

damage, loss, cost, or expense to Gold Hill except to the extent caused by NJMC’s negligence or willful misconduct.

4.6

TITLE TO ORES IN PROCESS. Title to Production Ores delivered by Gold Hill pursuant to Section 3.1, to Deficient Ores, to Treatment Ores Fed to Process, to Products, and constituents thereof derived during Milling and refining shall remain with Gold Hill except for constituents that are discarded as mill tailings or other forms of waste. Title to constituents discarded as mill tailings or other forms of waste shall pass to NJMC when they are segregated from other constituent products that are retained for further treatment in the Milling process.

4.7

ACCESS. NJMC shall allow representatives of Gold Hill to enter the NJ Mill at reasonable times and hours and subject to compliance with all applicable laws, regulations and safety policies, for the purpose of reasonably monitoring and inspecting the Milling operations in respect of this Agreement; provided, however, that Gold Hill shall Indemnify NJMC in respect of any claims, damages, losses, or liabilities resulting from such inspections. In addition, any such representative shall, if requested by NJMC, execute a written waiver releasing NJMC from liability for personal injury or property damage experienced by such representative while on the premises.

4.8

LICENSES; GENERAL INDEMNIFICATION. Subject to Gold Hill's obligations to load and remove Deficient Ores in Section 3.2, NJMC shall obtain all Licenses required under applicable Legal Requirements, and shall be responsible for compliance with all other applicable Legal Requirements, in respect of storing, handling, and Milling Production Ores after they are delivered by Gold Hill pursuant to Section 3.1, including the discarding of tailings and other waste products generated during Milling. Subject to Section 4.5, NJMC shall Indemnify Gold Hill in respect of any claims, damages, losses, and liabilities arising from NJMC's failure to obtain and/or comply with such Licenses or with such other Legal Requirements and in respect of any other claims, damages, losses, and liabilities arising from Milling of Production Ores after the delivery thereof by Gold Hill pursuant to Section 3.1 and prior to delivery of Products to the refinery pursuant to Section 4.3 as to such Products.

4.9

INDEPENDENT CONTRACTOR. NJMC is and shall be an independent contractor in the performance of the services to be rendered by it under this Agreement.

ARTICLE 5

TREATMENT CHARGES

5.1

CHARGES. Gold Hill shall pay NJMC the sum of  $42.00 for each Tonne of Treatment Ore Fed to Process (the "Tonnage Charge"), except during the Ramp-Up Period when the Tonnage Charge will be fixed at $50.00 per tonne. In the event that the NJ Mill utilization is less that 360 Tonnes per day for twenty five (25) days during a calendar month as a result of Gold Hill’s failure to supply adequate Production Ore, except during the Ramp-Up Period, then the Tonnage Charge shall be increased in accordance with the cost curve table attached hereto as Exhibit B.  The weight of Treatment Ores Fed to Process shall be determined by NJMC in accordance with NJMC's standard operational procedures at the NJ Mill.

5.2

TONNAGE CHARGE ADJUSTMENT.  The Tonnage Charge shall be subject to adjustment on January 1, 2015, and every two years thereafter throughout the term of this Agreement.  The Tonnage Charge shall be adjusted by the percentage increase or decrease, if any, in the Consumer Price Index since the date of the previous Tonnage Charge adjustment (or in the case of the first adjustment on January 1, 2015, since the Effective Date).  The Consumer Price Index for this purpose shall be the “Consumer Price Index For All Urban Consumers - all items”, (herein the "CPI") published monthly by the Bureau of Labor and Statistics at www.bls.gov.  If publication of said CPI should cease,

such periodic percentage increase or decrease, as the case may be, shall be determined by reference to such similar index as shall replace it, or as agreed upon in writing by the parties.  

5.3

ADVANCED PAYMENT. Immediately prior to the beginning of the “Ramp-Up Period” Gold Hill will make a working capital loan (the “Advanced Payment”) in the amount of Two Hundred Thousand Dollars (200,000.00) to NJMC.  The Ramp-Up Period shall begin the day of NJMC’s receipt of the Advanced Payment, or such other date as agreed to by NJMC and Gold Hill. NJMC shall repay the Advanced Payment in six equal monthly payments to be deducted from the Tonnage Charge during the first six months following completion of the Ramp-Up Period. In the event the Agreement is terminated in accordance with Article 6 and a portion of the Advanced Payment has not been repaid, such amount shall be deducted from the outstanding Tonnage Charge or returned to Gold Hill.

 5.4

PAYMENT PROCEDURES. NJMC shall bill Gold Hill for the payments due under Sections 5.1 in excess of the Advanced Payment monthly. Payment shall be due within ten (10) days after receipt of the payment notice.

5.5

DELAYS IN PAYMENT. Interest at the Prime Rate plus 3% shall be payable to NJMC by Gold Hill on any delayed payments (or at the maximum rate permitted by law if such interest exceeds such maximum rate). Notwithstanding any other provision herein, if Gold Hill becomes more than forty-five (45) days delinquent with respect to any payment due hereunder, then NJMC shall, without waiver of other remedies, be entitled to suspend Milling of Treatment Ores until such delinquency has been properly cured.

5.6

RECORDS AND AUDIT. NJMC shall maintain full, complete, and accurate books, records, and accounts with respect to the testing of the Production Ores and the commingling, processing, and recovery of refined metals from the Treatment Ores under this Agreement. Not more than four (4) times during each calendar year, upon ten (10) days' prior notice from Gold Hill to NJMC, NJMC shall make such books, records, and accounts available for inspection, copying, and/or for audit by Gold Hill or its authorized representatives at NJMC’s offices and during normal business hours. NJMC shall reimburse Gold Hill for the expense of the audit if the audit determines that the charges incurred by Gold Hill under this Agreement and or deliveries of refined metals to Gold Hill by NJMC under this Agreement during the calendar year audited were inaccurate by more than three and one-half percent (3.5%).  In any case, the charges and deliveries in question shall be adjusted to reflect the results of the audit. A full and complete copy of each such audit shall be provided to NJMC upon completion. If any party disagrees with the result of any such audit, the disagreement shall be resolved by binding arbitration as provided in Section 9.14.

ARTICLE 6

TERM AND TERMINATION

6.1

TERM. This Agreement is effective as of the Effective Date and shall continue, subject to the possibility of earlier termination as provided herein, until plans for the development of the Golden Chest Mine end or until operations at the Gold Chest Mine permanently cease; provided, however, that such term shall expire in any event upon the 5th anniversary of the Effective Date unless extended by the Parties.

6.2

TERMINATION FOR CAUSES. Either Party may terminate this Agreement upon thirty (30) days’ notice if any of the following events occur:

(a)

Production of Production Ores at the Golden Chest Mine has not for any reason commenced by December 31, 2014.

(b)

Production of Production Ores, once commenced, ceases for a continuous period of twelve (12) months.

(c)

Gold Hill is unable to deliver Production Ores treatable economically at the NJ Mill because of characteristics that do not comport with the Ore Quality Standards or because of unforeseen adverse metallurgical characteristics.

The Parties may also terminate this Agreement at any time upon mutual written consent.

6.3

TERMINATION WITHOUT CAUSE.  Gold Hill may terminate this Agreement without cause upon sixty (60) days’ notice to NJMC.

6.4

PROCEDURES UPON TERMINATION. During the termination notice period provided for in Section 6.3(c), Gold Hill may at its election continue to make deliveries of Treatment Ores pursuant to Sections 3.1 and 3.2 and NJMC shall continue to perform Milling of delivered Treatment Ores pursuant to Section 4.1. NJMC shall cease Milling as of the effective date of termination except as necessary to complete Milling of materials in process. Gold Hill shall remove any Production Ores remaining in stockpile at the NJ Mill within thirty (30) days after the effective date of termination.

ARTICLE 7

CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS

7.1

GENERAL. Except as provided in Section 7.2, Confidential Information shall not be disclosed by any Party to any third party or the public without the prior written consent of the other Party, which consent shall not be unreasonably conditioned, withheld or delayed.

7.2

EXCEPTIONS. The consent required by Section 7.1 shall not apply to a disclosure of Confidential Information:

(a)

To government agencies as required by applicable Legal Requirements.

(b)

To employees or to an Affiliate, consultant, contractor or subcontractor of a Party that has a bona fide need to be informed.

(c)

To a governmental agency, stock exchange, or to the public which the disclosing Party believes in good faith is required by pertinent law or regulation or the rules of any stock exchange.

(d)

To actual or potential lenders, underwriters, or investors, who have a bona fide need or right to be informed.

(e)

To independent accountants or legal counsel engaged by a Party for the purpose only of enabling such accountants or legal counsel to give appropriate advice to the Party in respect of matters arising under this Agreement.

In any case to which any of Sections 7.2(a), (c), or (d) is applicable, the disclosing Party shall give notice to the other Party concurrently with the making of such disclosure. As to any disclosure pursuant to Section 7.2 (b), (d), or (e), only such Confidential Information as such third party shall have a legitimate business need to know shall be disclosed and in the case of Section 7.2(d) such third party shall first agree in writing to protect the Confidential Information from further disclosure to the same extent as

the Parties are obligated under this Article 7. Each Party shall be responsible for ensuring that any Confidential Information disclosed pursuant to Sections 7.2(b) or (e) is kept confidential by the recipients.

7. 3

PUBLIC ANNOUNCEMENTS. Each Party shall, in advance of making, or any of its Affiliates making, a public announcement to a stock exchange or otherwise concerning Milling operations, advise the other Party of the text of the proposed report and provide the other Party with the opportunity to make comment upon the form and content thereof before the same is issued; provided, however, that a Party or an Affiliate may make a public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning the publicly traded securities of its direct or indirect parent (in which case the disclosing Party will use its reasonable best efforts to advise the other Party prior to the disclosure). If the other Party does not respond within forty-eight hours (excluding weekends and holidays) or such lesser time specified as the maximum by the issuing Party or Affiliate, the announcement or report may be issued. The final text of same, and timing, manner, and mode of release, shall be the sole responsibility of the issuing Party who shall Indemnify the other Party harmless in respect of any claims, damages, losses, and liabilities arising therefrom.

7.4

DURATION OF CONFIDENTIALITY. The provisions of this Article 7 shall apply during the term of this Agreement and for one year following termination of this Agreement pursuant to Article 6.

ARTICLE 8

REPRESENTATIONS OF THE PARTIES

8.1

REPRESENTATIONS OF PARTIES. As of the Effective Date and at all times while this Agreement remains in effect, NJMC warrants and represents to Gold Hill and Gold Hill warrants and represents to NJMC that:

(a)

It is duly organized and in good standing in its place of incorporation;

(b)

It has the capacity to enter into and perform this Agreement and all transactions contemplated herein and all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken;

(c)

It will not breach any other agreement or arrangement by entering into or performing this Agreement;

(d)

It is not subject to any governmental order, judgment, decree, debarment, sanction or law that would preclude the execution or implementation of this Agreement;

(e)

This Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms; provided, however, that no representation is made as to (i) the remedy of specific performance or other equitable remedies for the enforcement of this Agreement, or (ii) limitations on remedies established by applicable bankruptcy, insolvency, moratorium, and other similar laws affecting generally the rights of creditors and secured parties;

(f)

To the best of its knowledge after reasonable inquiry, the execution, delivery, and performance of this Agreement will not violate any provision of any indenture, agreement, or other instrument to which it is a party or by which its properties are bound, except for such matters as would not have a material adverse effect on this Agreement taken as a whole;

(g)

To the best of its knowledge after reasonable inquiry, it has obtained all consents, approvals, or authorizations required by a Governmental Authority or other Person in connection with its execution and performance of this Agreement; and

(h)

It has incurred no obligation or liability, contingent or otherwise, for brokers' or finders' fees or the like that will in any way become an obligation of, or result in a valid claim against, the other Party with respect to the matters provided for in this Agreement.

8.2

INDEMNIFICATION. Each of the Parties shall Indemnify the other in respect of any claims, damages, losses, and liabilities that are a result of any breach by such Party of its representations and warranties under Section 8.1 and in the case of Gold Hill for any breach of its representations and warranties under Section 3.1.

ARTICLE 9

GENERAL PROVISIONS

9.1

NOTICES. All notices, payments and other required communications ("Notices") to the Parties shall be in writing, and shall be addressed respectively as follows:

NJMC:

[Intentionally Omitted]

Gold Hill:

[Intentionally Omitted]

With copy to:

[Intentionally Omitted]

All Notices shall be given (i) by personal delivery to the Party, or (ii) by telecopier, or (iii) by certified mail return receipt requested. All Notices shall be effective and shall be deemed delivered (i) if by personal delivery, on the date of delivery if delivered during normal business hours, and if not delivered during normal business hours, on the next business day following delivery, (ii) if by telecopier, on the next business day following receipt, and (iii) if solely by mail, on the next business day after actual receipt. A Party may change its address by Notice to the other Party.

9.2

ASSIGNMENT. This Agreement may be freely assigned to an Affiliate of a Party.  No Party may assign its interest in this Agreement to a non-Affiliate third party without the prior written consent of the other Party, which consent shall not be unreasonably conditioned, withheld or delayed. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties.

9.3

WAIVER. The failure of a Party to insist upon the strict performance of any provision of this Agreement, or to exercise any right, power or remedy upon a breach hereof, shall not constitute a waiver of any provision of this Agreement or limit the Party's right thereafter to enforce any provision or exercise any right.

9.4

MODIFICATION. No modification of this Agreement shall be valid unless made in writing and duly executed by the Parties.

9.5

FORCE MAJEURE. Except for the obligation to make payments when due hereunder, the obligations of a Party shall be suspended to the extent and for the period that performance is prevented by any cause other than lack of funds, whether foreseeable or unforeseeable, beyond its reasonable control, including, without limitation, labor disputes (however arising and whether or not employee demands are reasonable or within the power of the Party to grant); acts of God; laws, regulations, orders, proclamations, instructions or requests of any government or governmental entity; judgments or orders of any court; inability to obtain, inability to obtain on reasonably acceptable terms, or unreasonable delays in obtaining, any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of federal, state or local environmental standards; acts of war or conditions arising out of or attributable to war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather condition; delay or failure by suppliers or transporters of materials, parts, supplies, services or equipment or by contractors' or subcontractors' shortage of, or inability to obtain, labor, transportation, materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; or any other cause, whether similar or dissimilar to the foregoing ("Force Majeure”). The time for performance of all obligations hereunder (except for the obligation to make payments when due) shall be extended for a period equivalent to any period(s) of Force Majeure, as described above. The affected Party shall promptly give notice to the other Party of the suspension of performance, stating therein the nature of the suspension, the reasons therefor, and the expected duration thereof. The affected Party shall resume performance as soon as reasonably possible, provided, however, that the affected Party shall not be required to settle any strikes, lockouts, or other labor difficulties in a manner that is not acceptable to the affected Party. Provided further, in the event the period of force majeure continues for more than one (1) year, either Party may, upon thirty (30) days advance written notice to the other party, terminate this Agreement.

9.6

DEFAULT.  The Party defaulting under this Agreement shall be referred to as the "Defaulting Party" and the other Party shall be referred to as the "Non-Defaulting Party." The Non-Defaulting Party shall have the right to give the Defaulting Party a written Notice of Default, which shall describe the default in reasonable detail and state the date by which the default must be cured, which date shall be at least thirty (30) days after receipt of the Notice of Default, except in the case of a failure to advance funds, in which case the date shall be ten (10) days after receipt of the Notice of Default.  Failure of the Non-Defaulting Party to give a Notice of Default shall not release the Defaulting Party from any of its duties under this Agreement. If within the applicable notice period the Defaulting Party cures the default, or if the failure is one (other than the failure to make payments) that cannot in good faith be corrected within such period and the Defaulting Party begins to correct the default within the applicable notice period and continues corrective efforts with reasonable diligence until a cure is effected, the Notice of Default shall be inoperative. If, within the specified period, the Defaulting Party does not cure the default or begin to cure the default as provided above, the Non-Defaulting Party at the expiration of the applicable period may pursue its remedies; provided, however, that if the Defaulting Party in good faith contests the alleged default, the Defaulting Party may give notice of the contest to the Non-Defaulting Party within the applicable notice period. If such notice is given, the Parties shall proceed to arbitration pursuant to Section 9.14 to determine whether the Defaulting Party is in fact in default. If the arbitrator(s) finds that the default alleged in the Non-Defaulting Party's notice occurred and that the Defaulting Party contested the alleged default in good faith, the Defaulting Party shall have thirty (30) days after the date of such finding to cure the default in accordance with the provisions of this Section 9.6.

9.7

GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Idaho.  The Parties hereto hereby

irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of Idaho, respecting all matters relating to this Agreement concerning the rights and obligations of the Parties hereunder.

9.8

RULE AGAINST PERPETUITIES. If any provision of this Agreement would violate the Rule Against Perpetuities or some analogous statutory provision or any other statutory or common law rule imposing time limits, then such provision shall continue only until 21 years, less one day, after the death of all the individuals who execute this Agreement on behalf of the Parties or shall otherwise be reformed to the extent necessary to render this Agreement enforceable.

9.9

FURTHER ASSURANCES. Each of the Parties agrees to take from time to time such actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement.

9.10

SURVIVAL OF TERMS AND CONDITIONS. Provisions of this Agreement which by their context continue beyond termination, shall survive the termination of this Agreement to the full extent necessary for their enforcement and the protection of the Party in whose favor they run.

9.11

ENTIRE AGREEMENT. This Agreement contains the entire understanding of the Parties and supersedes all prior agreements and understandings, whether written or verbal, between the Parties relating to the subject matter hereof.

9.12

INTERPRETATION. The headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. References to Articles and Sections herein shall be to Articles and Sections of this Agreement unless otherwise specified. In the event of any conflict between this Agreement and any Exhibit attached hereto, the terms of this Agreement shall be controlling. Wherever the term "including" is used, it shall be deemed to mean "including without limitation," and wherever the phrase "which shall include" is used, it shall mean "which shall include, without limitation." Time shall be of the essence of this Agreement. By entering into this Agreement, no Party has created any obligation for the benefit of any third party, promised any performance to any third party, or otherwise created or vested in any third party a right to enforce all or any portion of this Agreement except in respect of indemnifications specifically extending to third parties.

9.13

SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be or becomes prohibited or invalid in whole or in part for any reason whatsoever, that provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remaining portion of that provision or the remaining provisions of this Agreement and the Parties shall enter into such agreements and arrangements as may be necessary to give effect to their intentions hereunder.

9.14

ARBITRATION. Any controversy, dispute or claim arising out of or from this lease, or alleged breach thereof, shall be settled by arbitration pursuant to the Uniform Arbitration Act of the State of Idaho (§§7-901, et.seq., Idaho Code) as amended and as in effect on the date either party commences arbitration proceedings.  Said Act shall control the substantive and procedural aspects of the proceedings unless otherwise agreed in this lease. Judicial review may be had pursuant to said Act.  

(a)

Proceedings shall be initiated by the complaining party serving upon the other party a complaint, as would be done in court proceedings.  The allegations regarding the circumstances giving rise to the issues to be arbitrated shall be stated in detail and with particularity.  The party upon whom the complaint is served shall answer or otherwise respond with a pleading just as is required by the Idaho Rules of Civil Procedure for a

court action.  Except, however, the response shall be served upon the initiating party within 30 days from the date of service of the complaint.

(b)

The parties shall agree upon an arbitrator, who shall be a retired State of Idaho District Court judge (not a retired Magistrate) who is neutral, competent and willing to serve and, if possible, who has experience in cases involving mining and mining contracts.  Should the parties fail to reach agreement within 20 days from the date proceedings are initiated, either party may apply to the court for appointment of an arbitrator who meets the criteria set forth herein pursuant to the provisions of section 7-903 Idaho Code.

(c)

Prehearing discovery shall not be allowed except upon order of the arbitrator for good cause shown, the parties being in agreement that the expense and time associated with discovery should be minimized, and that this desire should, however, be balanced against the need for each party to be able to effectively present its case.

(d)

Each party to the arbitration proceedings shall bear one-half of the arbitrator’s fees and expenses, which shall be promptly paid by each party monthly within 15 days from the submission by the arbitrator to the parties of his reasonably detailed and itemized statement for services rendered, which statement shall be submitted by the arbitrator at the end of the month.

(e)

Teach party shall bear its own attorney’s fees and costs of litigation for the proceedings before the arbitrator.  This subparagraph (e) is not applicable to court proceedings, in which event the parties recognize that applicable law shall govern and the matter will be decided by the court.

9.15

COUNTERPARTS. This Agreement may be executed in counterparts, all of which taken together shall constitute a single and complete contract.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

"NJMC"

"Gold Hill"

New Jersey Mining Company,

Gold Hill Reclamation and Mining, Inc.

an Idaho corporation

an Idaho corporation

By: /s/Grant A. Brackebusch

By: /s/Christopher Guill

Grant A. Brackebusch

Christopher W. Guill

Title: Manager

Title: Manager

Date: 5/22/2014

Date: 6/22/2014

EXHIBIT A

to

Milling Agreement

between

Gold Hill Reclamation and Mining, Inc.

and New Jersey Mining Company

DESCRIPTION OF GOLDEN CHEST MINE, SKOOKUM SHOOT

Gold Hill will be mining the Skookum Shoot within the Golden Chest Mine defined as:

·

Within and adjacent to the Idaho Vein

·

Northward along strike to Coordinate 5274700N

·

Southward along strike to Coordinate 52743300N

·

Up-dip to the 3 Level, which is expected to be about 915m elevation

·

Open down-dip

The Skookum Shoot is located on the following patented mining claims:

A.D. Coplen, No. 2, and Thomas Kearn Mining Claims, M.S. 995 situated in the Summit Mining District in Section 4, Township 49 North, Range 5 East, B.M. Shoshone County, State of Idaho. Patent recorded in Book 4, Deeds, at page 533.

Paymaster Patented Mining Claim, M.S. 1078 situated in the Summit Mining District in Section 4, Township 49 North, Range 5 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 1.

Coumerilh Fraction Patented Mining Claim, M.S. 1162 situated in the Summit Mining District in Section 4, Township 49  North, Range 5 East, B.M., Shoshone County, State of Idaho.

Patent recorded in Book A, Patents, at page 7.

Red Star Patented Mining Claim, M.S. 1745 situated in the Summit Mining District in Section 4, Township 49 North, Range 5 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at pate 364.

Jim and Timberking Patented Mining Claims, M.S. 1732 situated in the Summit Mining District in Section 4, Township 49 North, Range 5 East, B.M. Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 391.

Stevens Bar Patented Mining Claim, M.S. 1735 situated in the Summit Mining District in Section 4, Township 49 North, Range 5 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 26, Deeds, at page 481.

EXHIBIT B

to

Milling Agreement

between

Gold Hill Reclamation and Mining, Inc.

and New Jersey Mining Company

COST CURVE TABLE

(Intentionally Omitted)

EX-31

Exhibit 31.1

Certification

I, R. Patrick Highsmith, certify that:

(1) I have reviewed this annual report on Form 10-K of New Jersey Mining Company.

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  March 31, 2015

By /s/  R. PATRICK HIGHSMITH

R. Patrick Highsmith, President, Chief Executive Officer, & Director

EX-31

Exhibit 31.2

Certification

I, R. Patrick Highsmith, certify that:

(1) I have reviewed this annual report on Form 10-K of New Jersey Mining Company.

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  March 31, 2014

By /s/  R. PATRICK HIGHSMITH

R. Patrick Highsmith, President, Director, & Principal Financial Officer

1

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of New Jersey Mining Company, (the "Company") on Form 10-K for the period ending December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, R. Patrick Highsmith, President, Chief Executive Office, and Director of New Jersey Mining Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  March 31, 2015

By /s/  R. PATRICK HIGHSMITH

R. Patrick Highsmith, President, Chief Executive Officer, & Director

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to New Jersey Mining Company and will be retained by New Jersey Mining Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished in accordance with Securities and Exchange Commission Release No. 34-47551 and shall not be considered filed as part of the Form 10-K

1

EX-32

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of New Jersey Mining Company, (the "Company") on Form 10-K for the period ending December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, R. Patrick Highsmith, President, Principal Financial Officer, and Director of New Jersey Mining Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  March 31, 2015

By /s/  R. PATRICK HIGHSMITH

R. Patrick Highsmith, President, Director, & Principal Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to New Jersey Mining Company and will be retained by New Jersey Mining Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished in accordance with Securities and Exchange Commission Release No. 34-47551 and shall not be considered filed as part of the Form 10-K

1

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6. Notes Payable: Schedule of Maturities of Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Schedule of Maturities of Long-term Debt

2015	180,385
2016	44,704
2017	2,207
2018	2,462
2019	2,747
Thereafter	96,168
Total	328,673

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3. Going Concern (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Details
Net loss	$ 1,436,129	$ 798,977
Cash and cash equivalents	$ 336,525	$ 636,127	$ 9,950

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14. Acquisition Gf&h Company: Schedule of Business Acquisitions, by Acquisition (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Schedule of Business Acquisitions, by Acquisition

	New Jersey Mining Company	Non-controlling Interest
Consideration	(66 2/3%)	(33 1/3%)	Total
Cash	$100,000		$100,000
Fair value of non-controlling interest		$50,000	$  50,000
	$100,000	$50,000	$150,000
Assets acquired
Land and mineral interest			$150,000

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11. Equity: Warrant Expirations (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Warrants Issued in connection with private placement	$ 10,200,000	$ 11,000,000
Exercise price, private placement warrants	$ 0.15	$ 0.15
Warrant Expiration Date	May 31, 2015
Warrants Issued in connection with private placement	3,000,000
Exercise price, private placement warrants	$ 0.15
Warrant Expiration Date	March 4, 2017
Warrants Issued in connection with private placement	6,000,000
Exercise price, private placement warrants	$ 0.20
Warrant Expiration Date	August 11, 2017
Warrants Issued in connection with private placement, broker	$ 1,200,000
Exercise price, private placement warrants, Broker	$ 0.10
Warrant Expiration Date Broker	August 11, 2019

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4. Note Receivable (Details) (USD $)	Dec. 31, 2014
Details
Note receivable	$ 58,386

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11. Equity: Warrant Expirations (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Warrant Expirations

Shares	Exercise Price	Expiration Date
11,000,000	$0.15	May 31, 2015
3,000,000	$0.15	March 4, 2017
6,000,000	$0.20	August 11, 2017
1,200,000	$0.10	August 11, 2019

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2. Summary of Significant Accounting Policies: Share Based Compensation Or Payments (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Share Based Compensation Or Payments

Share Based Compensation or Payments

All transactions in which goods or services are received for the issuance of shares of the Company’s common stock are accounted for based on the fair value of the consideration received or the fair value of the common stock issued, whichever is more reliably measurable. We estimate the fair value of our stock-based compensation using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected life”), the estimated volatility of our common stock price over the expected term (“volatility”), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. The value of common stock awards is determined based upon the closing price of our stock on the date of the award.

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13. Investment in Marketable Security (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2006
Details
Marketable Security Original Purchase				$ 1,875,000
Marketable Security Sold			907,820
Marketable Security Remaining Holding		967,180
Share Price		$ 0.01
Marketable Security Fair Value		9,672
Other Comprehensive Income (Loss), before Tax		5,803
Marketable Security Cost Basis	3,869	3,869
Marketable Securities, Gain (Loss)	$ 24,741

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5. Property, Plant and Equipment (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Interest expense, mill	$ 25,021
Vehicle cost basis	5,930
Drill cost basis	265,316
Drill disposal price	66,826
Net loss (gain) on sale of equipment	34,878	(108,208)
Ball mill cost basis	9,850
Gain loss on sale of other equipment	850
Vehicle cost basis	240,055
Other disposed equipment disposal price	112,000
Gain (Loss) on Disposition of Assets for Financial Service Operations	112,000
Cash received for land interest	10,000	24,000
Accumulated Amortization of Other Deferred Costs	91,625	65,258
Purchase and sale agreement, property	425,000
Purchase and sale agreement, down payment	125,000
Purchase and sale agreement, scheduled payment	$ 125,000

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14. Acquisition Gf&h Company: Business Acquisition, Pro Forma Information (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Business Acquisition, Pro Forma Revenue	$ 92,538	$ 113,701
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted	$ (1,528,667)	$ (912,678)
Business Acquisition, Pro Forma Net Income (Loss)	$ (1,436,129)	$ (798,977)
Basic Earnings Per Share, Pro Forma	$ 0.02	$ 0.02

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11. Equity: Schedule of Share-based Compensation, Stock Options, Activity (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	4,500,000	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	4,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	2,000,000

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2. Summary of Significant Accounting Policies: Fair Values of Financial Instruments (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Fair Values of Financial Instruments

Fair Values of Financial Instruments

The Company discloses the following information for each class of assets and liabilities that are measured at fair value:

the fair value measurement;

the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3);

for fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following:

total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earnings are reported in the statement of operations;

the amount of these gains or losses attributable to the change in unrealized gains or losses relating to those assets or liabilities still held at the reporting period date and a description of where those unrealized gains or losses are reported;

purchases, sales, issuances, and settlements (net); and

transfers into and/or out of Level 3.

the amount of the total gains or losses for the period included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of operations; and

in annual periods only, the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period.

The table below sets forth the Company’s financial assets that were accounted for at fair value on a recurring basis as of December 31, 2014 and 2013:

	Balance at December 31, 2014	Balance at December 31, 2013	Hierarchy Level
Investments in marketable equity securities	$0.00	$9,672	Level 1

The carrying amounts of financial instruments including cash and cash equivalents, reclamation bonds, milling advance, note payable to related party, obligations under capital lease and notes payable approximate their fair values.

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1. Description of Business (Details)	12 Months Ended
	Dec. 31, 2014
Details
Entity Incorporation, State Country Name	Idaho
Entity Incorporation, Date of Incorporation	Jul. 18, 1996

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9. Mining and Milling Venture Agreements: Schedule of Other Nonoperating Income (Expense) (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Schedule of Other Nonoperating Income (Expense)

		2014		2013
Joint venture management fees income	$	373	$	8,890
Drilling and exploration contract expense		-		154
Equity in loss of GCJV (through June 30, 2013)		-		99,500
Distribution from GCJV		-		119,450

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14. Acquisition Gf&h Company: Schedule of Business Acquisitions, by Acquisition (Details) (USD $)	12 Months Ended
	Dec. 31, 2014
Details
Business Acquisition Cost of Acquired Entity Controlling Interest	100,000
Payments of Merger Related Costs, Financing Activities	$ 100,000
Business Acquisition Cost of Acquired Entity Noncontrolling Interest	50,000
Business Acquisition Contribution from Noncontrolling Interest, Fair Value	50,000
Business Combination, Acquisition Related Costs	150,000
Business Acquisition, Purchase Price Allocation, Land	$ 150,000

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5. Property, Plant and Equipment: Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Property, Plant and Equipment

		2014		2013
Mill land	$	225,289	$	225,289
Mill building		536,193		522,786
Milling equipment		4,001,771		3,716,011
		4,763,253		4,464,086
Less accumulated depreciation		(152,151)		(144,236)
Total mill		4,611,102		4,319,850
Building and equipment at cost		252,348		495,037
Less accumulated depreciation		(216,926)		(348,021)
Total building and equipment		35,442		147,016
Land		1,007,675		441,858
Total	$	5,654,199	$	4,908,724

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2. Summary of Significant Accounting Policies: Fair Values of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Details
Assets, Fair Value Disclosure, Recurring	$ 0.00	$ 9,672

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10. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount	$ (499,000)	$ (348,000)
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount	(71,000)	(37,000)
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Amount	177,000
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount	393,000	385,000
Income tax (provision) benefit	$ 0	$ 0

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8. Asset Retirement Obligation (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Fair Value Assumptions, Risk Free Interest Rate	5.40%	5.60%

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11. Equity: Schedule of Share-based Compensation, Stock Options, Activity (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Schedule of Share-based Compensation, Stock Options, Activity

	Number of Options	Exercise Prices
Balance January 1, 2014	0	0
Issued	4,500,000	$0.10-0.15
Outstanding December 31, 2014	4,500,000	$0.10-0.15
Exercisable at December 31, 2014	2,000,000	$0.10-0.15

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3. Going Concern

12 Months Ended

Dec. 31, 2014

Notes

3. Going Concern

3.  Going Concern

As shown in the accompanying financial statements, the Company had minimal revenue and a net loss of 1,436,129 in 2014 as well as a Cash and Cash Equivalents balance of $336,525 at December 31, 2014. These factors raise doubt about the Company’s ability to continue as a going concern.

However, the Company has put the New Jersey Mill into production and is proceeding through the ramp-up period of a start-up mining and milling operation. Subsequent to the year end, the Company has generated revenue from increased rates of milling ores from the Golden Chest Mine.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue its operations.

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8. Asset Retirement Obligation: Schedule of Asset Retirement Obligations (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Details
Asset retirement obligation	$ 23,366	$ 10,949	$ 9,797
Asset retirement obligation	23,366	10,949	9,797
Asset Retirement Obligation, Period Increase (Decrease)	(4,608)	1,152
Asset Retirement Obligation, Liabilities Incurred	$ 17,025

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10. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Schedule of Deferred Tax Assets and Liabilities

		December 31,		December 31,
		2014		2013
Deferred tax asset
Net operating loss carry forward	$	3,995,000	$	3,546,000
Exploration/development		834,000		746,000
Asset retirement obligation/accrual		9,000
Lease income		23,000		19,000
Acquisition of mineral interest		(90,000)
Total deferred tax assets		4,771,000		4,311,000
Valuation allowance		(4,171,000)		(3,778,000)
Net		600,000		533,000
Deferred tax liabilities
Property, plant, and equipment		(600,000)		(533,000)
Total deferred tax liabilities		(600,000)		(533,000)
Net deferred tax asset	$	0	$	0

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2. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers cash in banks and other deposits with an original maturity of three months or less when purchased to be cash and cash equivalents.

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2. Summary of Significant Accounting Policies: Reclassifications (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Reclassifications

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2014 financial statement presentation. Reclassifications had no effect on net loss, stockholders' equity, or cash flows as previously reported.

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5. Property, Plant and Equipment: Property, Plant and Equipment (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Details
Mill land	$ 225,289	$ 225,289
Mill building	536,193	522,786
Milling equipment	4,001,771	3,716,011
Mill buildings and improvements, accumulated depreciation	(152,151)	(144,236)
Mill Buildings and Improvements, Net	4,611,102	4,319,850
Buildings and Improvements, Gross	252,348	495,037
Buildings and improvements, accumulated depreciation	(216,926)	(348,021)
Buildings and improvements net	35,442	147,016
Land	1,007,675	441,858
Property, plant and equipment, net of accumulated depreciation	$ 5,654,199	$ 4,908,724

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10. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Schedule of Effective Income Tax Rate Reconciliation

	December 31, 2014		December 31, 2013
Provision (benefit) at statutory rate	$	(499,000)	$	(348,000)
State taxes, net of federal taxes		(71,000)		(37,000)
Affect prior year restatement/adjustments		177,000
Increase (decrease) in valuation allowance		393,000		385,000
Total provision (benefit)	$	0	$	0

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2. Summary of Significant Accounting Policies: Property, Plant and Equipment (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are based on the estimated useful lives of the assets and are computed using straight-line or units-of-production methods. The expected useful life of most of the Company’s buildings is up to 50 years and equipment life expectancy ranges between 2 and 10 years. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in operations.

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2. Summary of Significant Accounting Policies: Impairment of Properties (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Impairment of Properties

Impairment of Properties and Property Evaluations

The Company evaluates the carrying amounts of its mineral properties, including deferred development costs, for impairment whenever events and circumstances indicate the carrying value may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. Estimated undiscounted future net cash flows from each mineral property are calculated using estimated future production, three year average metals prices, operating capital and costs, and reclamations costs. An impairment loss is recognized when the estimated future cash flows (undiscounted and without interest) expected to result from the use of an asset are less than the carrying amount of the asset. The Company’s estimates of future cash flows are subject to risks and uncertainties. It is reasonably possible that changes in estimates could occur which may affect the expected recoverability of the Company’s investments in mineral properties.

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2. Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Notes

2. Summary of Significant Accounting Policies

2.  Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries, the New Jersey Mill Joint Venture (“NJMJV”) and GF&H Company (“GF&H”). Intercompany accounts and transactions are eliminated.  The Company owns less than 100% and controls both NJMJV and GF&H.  The portion of both of these entities owned by other investors is presented as non-controlling interests.

Accounting for Investments in Joint Ventures

For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee.

For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties, the equity method is utilized whereby the Company’s share of the ventures’ earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in joint ventures for impairment.  If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.

At December 31, 2014 and December 31, 2013, the Company’s percentage ownership and method of accounting for each joint venture is as follows:

	December 31, 2014			December 31, 2013
Joint Venture	% Ownership	Significant Influence?	Accounting Method	% Ownership	Significant Influence?	Accounting Method
New Jersey Mill Joint Venture(“NJMJV”)	66%	Yes	Consolidated	66%	Yes	Consolidated
Golden Chest LLC Joint Venture (“GCJV”)	48%	No	Cost	48%	No	Cost

Non-controlling Interests in Consolidated Financial Statements

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company’s equity. Non-controlling interests consist of the amount of those interests at the date of the original acquisition and the non-controlling investor’s share of changes in equity since that date.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for items such as depreciation lives and methods, potential impairment of long-lived assets, deferred income taxes, estimation of asset retirement obligations and reclamation liabilities. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized when title and risk of ownership of metals or metal bearing concentrate have passed and collection is reasonably assured. Revenue from the sale of metals may be subject to adjustment upon final settlement of estimated metal prices, weights and assays, and are recorded as adjustments to revenue in the period of final settlement of prices, weights and assays; such adjustments are typically not material in relation to the initial invoice amounts. Revenue received from drilling and exploration contracts with third parties is recognized when the contract has been established, the services are rendered and collection of payment is deemed probable. These services are not a part of normal operations. Income received as the operator of the Company's joint ventures is recognized in the months during which those operations occur. Revenue received from engineering services provided is recognized when services are rendered and collection of payment is deemed probable. These services are not a part of normal operations. Revenues from mill operations and custom milling are recognized in the period in which the milling is performed and collection of payment is deemed probable.

Income Taxes

Income taxes are accounted for under the liability method. Under this method deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are expected to be paid or recovered. A valuation allowance is recorded to reduce the deferred tax assets, if there is uncertainty regarding their realization.

Fair Values of Financial Instruments

The Company discloses the following information for each class of assets and liabilities that are measured at fair value:

the fair value measurement;

the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3);

for fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following:

total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earnings are reported in the statement of operations;

the amount of these gains or losses attributable to the change in unrealized gains or losses relating to those assets or liabilities still held at the reporting period date and a description of where those unrealized gains or losses are reported;

purchases, sales, issuances, and settlements (net); and

transfers into and/or out of Level 3.

the amount of the total gains or losses for the period included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of operations; and

in annual periods only, the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period.

The table below sets forth the Company’s financial assets that were accounted for at fair value on a recurring basis as of December 31, 2014 and 2013:

	Balance at December 31, 2014	Balance at December 31, 2013	Hierarchy Level
Investments in marketable equity securities	$0.00	$9,672	Level 1

The carrying amounts of financial instruments including cash and cash equivalents, reclamation bonds, milling advance, note payable to related party, obligations under capital lease and notes payable approximate their fair values.

Investment in Marketable Equity Securities

Marketable equity securities are classified as available for sale and are valued at fair value which is the market price. Realized gains and losses on the sale of securities are recognized on a specific identification basis. Unrealized gains and losses are included as a component of accumulated other comprehensive income (loss), unless an other than temporary impairment in value has occurred, which would then be charged to current period net income (loss).

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing the net amount by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. For the years ended December 31, 2014 and 2013, the effect of the Company’s potential issuance of shares from the exercise of 21,200,000 and 11,000,000 warrants, respectively, and 4,500,000 stock options in 2014 would have been anti-dilutive. Accordingly, only basic net loss per share has been presented. Outstanding warrants and options are discussed in detail in Note 9 of the financial statements.

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2014 financial statement presentation. Reclassifications had no effect on net loss, stockholders' equity, or cash flows as previously reported.

Cash and Cash Equivalents

The Company considers cash in banks and other deposits with an original maturity of three months or less when purchased to be cash and cash equivalents.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are based on the estimated useful lives of the assets and are computed using straight-line or units-of-production methods. The expected useful life of most of the Company’s buildings is up to 50 years and equipment life expectancy ranges between 2 and 10 years. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in operations.

Mineral Properties

Significant payments related to the acquisition of mineral properties, mineral rights, and mineral leases are capitalized.

If a commercially mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based on proven and probable reserves. If no commercially mineable ore body is discovered, or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value.

Mine Exploration and Development Costs

The Company expenses exploration costs as such in the period they occur. Mine development costs are capitalized as deferred development costs after proven and probable reserves have been identified. Amortization of deferred development costs is calculated using the units-of-production method over the expected life of the operation based on the estimated recoverable mineral ounces.

Claim Fees

Unpatented claim fees paid at time of staking are expensed when incurred. Recurring renewal fees which are paid annually are recorded as prepaid and expensed over the course of the year.

Impairment of Properties and Property Evaluations

The Company evaluates the carrying amounts of its mineral properties, including deferred development costs, for impairment whenever events and circumstances indicate the carrying value may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. Estimated undiscounted future net cash flows from each mineral property are calculated using estimated future production, three year average metals prices, operating capital and costs, and reclamations costs. An impairment loss is recognized when the estimated future cash flows (undiscounted and without interest) expected to result from the use of an asset are less than the carrying amount of the asset. The Company’s estimates of future cash flows are subject to risks and uncertainties. It is reasonably possible that changes in estimates could occur which may affect the expected recoverability of the Company’s investments in mineral properties.

Asset Retirement Obligations and Remediation Costs

Mineral properties are subject to standards for mine reclamation that have been established by various governmental agencies. Asset retirement obligations are related to the retirement of the mine when a contractual obligation has been established, if a reasonable estimate of fair value can be determined. These obligations are initially measured at fair value with the resulting cost capitalized at the present value of estimated reclamation costs. An asset and a related liability are recorded for the fair value of these costs. The liability is accreted and the asset amortized over the life of the related asset. Adjustments are made for changes resulting from either the timing or amount of the original estimate underlying the obligation. If there is an impairment to an asset’s carrying value and a decision is made to permanently close the property, changes to the liability are recognized and charged to the provision for closed operations and environmental matters. The Company records liability for remediation costs when a reasonable estimate of fair value can be determined. In accordance with ASC 410-30 Asset Retirement and Environmental Obligations remediation costs are not discounted.

Reclamation Bonds

Various laws and permits require that financial assurances be in place for certain environmental and reclamation obligations and other potential liabilities. There is currently no balance being carried for any reclamation bonds.

Share Based Compensation or Payments

All transactions in which goods or services are received for the issuance of shares of the Company’s common stock are accounted for based on the fair value of the consideration received or the fair value of the common stock issued, whichever is more reliably measurable. We estimate the fair value of our stock-based compensation using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected life”), the estimated volatility of our common stock price over the expected term (“volatility”), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. The value of common stock awards is determined based upon the closing price of our stock on the date of the award.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-10 (“the ASU”).  This update changes the requirements for disclosures as they relate to exploration stage entities.  The ASU specifies that the ‘inception-to-date’ information is no longer required to be presented in the financial statements of an exploration stage entity.  The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2014 and interim periods thereafter, with early application permitted for any financial statements that have not yet been issued.  The Company elected to apply the amendments effective with the second quarter of 2014.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of ASU No. 2014-15 on the Company’s consolidated financial statements once adopted.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

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2. Summary of Significant Accounting Policies: Asset Retirement Obligations and Remediation Costs (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Asset Retirement Obligations and Remediation Costs

Asset Retirement Obligations and Remediation Costs

Mineral properties are subject to standards for mine reclamation that have been established by various governmental agencies. Asset retirement obligations are related to the retirement of the mine when a contractual obligation has been established, if a reasonable estimate of fair value can be determined. These obligations are initially measured at fair value with the resulting cost capitalized at the present value of estimated reclamation costs. An asset and a related liability are recorded for the fair value of these costs. The liability is accreted and the asset amortized over the life of the related asset. Adjustments are made for changes resulting from either the timing or amount of the original estimate underlying the obligation. If there is an impairment to an asset’s carrying value and a decision is made to permanently close the property, changes to the liability are recognized and charged to the provision for closed operations and environmental matters. The Company records liability for remediation costs when a reasonable estimate of fair value can be determined. In accordance with ASC 410-30 Asset Retirement and Environmental Obligations remediation costs are not discounted.

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7. Mineral Properties: Schedule of Mineral Properties (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Schedule of Mineral Properties

		December 31, 2014		December 31, 2013
New Jersey	$	288,365	$	271,340
McKinley		250,000		250,000
Silver Button/Roughwater		25,500		25,500
Toboggan		5,000		5,000
Less accumulated amortization		(11,407)		(11,407)
Total	$	557,458	$	540,433

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2. Summary of Significant Accounting Policies: Net Income (loss) Per Share (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants	21,200,000	11,000,000
Incremental Common Shares Attributable to Dilutive Effect of Written Put Options	4,500,000

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12. Related Party Transactions (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Details
Related Party Description of Related Parties		Fred Brackebusch was President, Treasurer, and a Director of the Company. He resigned all positions on August 29, 2013. Grant Brackebusch, Fred Brackebusch's son, is the Vice-President and a Director of the Company. Grant Brackebusch's wife, Tina Brackebusch, was the Company's Corporate Secretary prior to August 29, 2013. Fred Brackebusch and Grant Brackebusch own 89.6% and 10.4%, respectively of Mine Systems Design, Inc. ('MSD'), a firm that has various related party transactions with the Company. Delbert Steiner was CEO and Director from August 29, 2013 to December 1, 2014, at that time he resigned as CEO and became Chairman of the Board and remains a director of the Company. John Swallow was President from August 29, 2013 to December 1, 2014, at that time he resigned as President and remains as a director of the company. The Company hired R. Patrick Highsmith as CEO, President, and a director of the Company on December 1, 2014.
Related Party Transactions Shares Issued Directors		125,000
Related Party Transactions Shares Issued Directors Value		$ 6,250
Related Party Transactions Shares Issued Officer		2,500,050,000
Related Party Transactions Shares Issued Officer Value		100,050,000
Related Party Transactions Shares Issued Officer Value		225,050,000
Related Party Transactions Shares Issued Services		25,000
Related Party Transactions Shares Issued Services Value		1,000
Related Party Transactions Note Receivable	18,041,750,000		22,380,650,000
Related Party Transactions Note Receivable Short Term	3,938,450,000
Related Party Transactions Note Receivable Long Term	14,103,350,000
Related Party Transactions Shares Issued Directors		5,000,000
Related Party Transactions Shares Issued DirectorsValue		250,000
Related Party Transactions Purchase From Related Party	$ 7,500

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New Jersey Mining Company Consolidated Balance Sheets (USD $)	Dec. 31, 2014		Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 336,525		$ 636,127
Investment in marketable equity security at fair value (2013 cost-$3,869)			9,672
Joint venture receivables	55,021		61,143
Note receivable	58,386
Milling receivables	117,615		36,450
Other current assets	22,495		9,520
Total current assets	590,042		752,912
Property, plant and equipment, net of accumulated depreciation	5,654,199		4,908,724
Mineral properties, net of accumulated amortization	557,458		540,433
Deposit on equipment	12,480
Total assets	6,814,179		6,202,069
Current liabilities:
Accounts payable	77,913		40,208
Accrued payroll and related payroll expenses	49,960		22,016
Note payable related party, short term	39,384		36,701
Obligations under capital lease, short term			26,367
Milling advance	200,000
Notes payable, short term	180,385		55,663
Total current liabilities	547,642		180,955
Asset retirement obligation	23,366		10,949
Note payable related party, long term	141,033		180,417
Notes payable, long term	148,288		193,880
Total long term liabilities	312,687		385,246
Total liabilities	860,329		566,201
Commitments	0	[1]	0	[1]
Stockholders' equity:
Preferred stock, no par value, 1,000,000 shares authorized; no shares issued or outstanding	0		0
Common stock, no par value, 200,000,000 shares authorized; 2014 91,760,148 and 2013-73,760,148 shares issued and outstanding	13,442,395		11,755,469
Accumulated deficit	(10,735,658)		(9,302,024)
Accumulated other comprehensive income:
Unrealized gain on marketable equity security			5,803
Total New Jersey Mining Company stockholders' equity	2,706,737		2,459,248
Non-controlling interests	3,247,113		3,176,620
Total stockholders' equity	5,953,850		5,635,868
Total liabilities and stockholders' equity	$ 6,814,179		$ 6,202,069

[1] Note 4 and 6

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11. Equity: Common Stock Purchase Warrant Transactions (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Common Stock Purchase Warrant Transactions

	Number of Warrants		Exercise Prices
Balance December 31, 2012	5,961,550	$	0.30
Issued in connection with private placement	11,000,000		0.15
Expired	(5,961,550)		0.30
Balance December 31, 2013	11,000,000		0.15
Issued in connection with private placement	10,200,000	$	0.10-0.20
Balance December 31, 2014	21,200,000	$	0.10-0.20

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New Jersey Mining Company Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Cash flows from operating activities:
Net loss	$ (1,436,129)	$ (798,977)
Adjustments to reconcile net loss to net cash (used) by operating activities
Depreciation and amortization	46,360	98,208
(Gain) loss on sale of equipment	34,878	(108,208)
Gain on sale of marketable equity security	(24,741)
Write-down of good will, investment, and mineral property		433,142
Accretion of asset retirement obligation	(4,608)	1,152
Equity in loss of Golden Chest LLC		99,500
Stock based compensation	201,927
Common stock issued for management and directors fees		7,250
Common stock issued for exploration expense		50,000
Change in:
Joint venture receivables	6,122	(48,619)
Milling receivables	(81,165)	(36,450)
Other current assets	(12,975)	3,640
Inventory		19,464
Accounts payable	37,706	(7,336)
Accrued payroll and related payroll expense	27,944	15,209
Account payable Marathon Gold		(62,500)
Net cash (used) by operating activities	(1,204,681)	(334,525)
Cash flows from investing activities:
Purchases of property, plant and equipment	(600,869)	(10,084)
Purchase of controlling interest in GF&H	(100,000)
Purchase of mineral property		(4,500)
Proceeds from sale of mineral property	10,000	24,000
Contributions to Golden Chest LLC		(99,500)
Note Receivable	(58,386)
Proceeds from sale of marketable equity security	28,610
Proceeds from sale of equipment	76,676	112,000
Net cash provided (used) by investing activities	(643,970)	21,916
Cash flows from financing activities:
Sales of common stock and warrants, net of issuance costs	1,485,000	1,000,000
Principal payments on notes payable	(95,870)	(55,492)
Principal payments on capital lease	(26,367)	(32,009)
Milling advance	200,000
Principal payments on note and other payables, related party, net	(36,701)	(5,722)
Proceeds from non-controlling interest, net	22,987	32,009
Net cash provided by financing activities	1,549,049	938,786
Net change in cash and cash equivalents	(299,602)	626,177
Cash and cash equivalents, beginning of year	636,127	9,950
Cash and cash equivalents, end of year	336,525	636,127
Supplemental disclosure of cash flow information
Interest paid in cash, net of amount capitalized	17,294	55,621
Non-cash investing and financing activities:
Common stock issued for mineral properties		259,000
Debt relieved from sale of equipment		10,636
Non-controlling interest in GF&H Company	50,000
Purchase of property with note payable	$ 175,000

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6. Notes Payable: Schedule of Maturities of Long-term Debt (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Note payable maturity 2015	$ 180,385
Note payable maturity 2016	44,704
Note payable maturity 2017	2,207
Note payable maturity 2018	2,462
Note payable maturity 2019	2,747
Note payable maturity after five years	96,168
Notes Payable	$ 328,673	$ 249,543

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2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures: Schedule of Cost Method Investments (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Schedule of Cost Method Investments

	December 31, 2014			December 31, 2013
Joint Venture	% Ownership	Significant Influence?	Accounting Method	% Ownership	Significant Influence?	Accounting Method
New Jersey Mill Joint Venture(“NJMJV”)	66%	Yes	Consolidated	66%	Yes	Consolidated
Golden Chest LLC Joint Venture (“GCJV”)	48%	No	Cost	48%	No	Cost

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10. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Deferred Tax Assets, Operating Loss Carryforwards	$ 3,995,000	$ 3,546,000
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount	834,000	746,000
Effective Income Tax Rate Reconciliation, Deduction, Other, Amount	9,000
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Leases, Amount	23,000	19,000
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount	(90,000)
Deferred Tax Assets, Gross	4,771,000	4,311,000
Valuation Allowance, Amount	(4,171,000)	(3,778,000)
Deferred Tax Assets, Net of Valuation Allowance	600,000	533,000
Deferred Tax Liabilities, Property, Plant and Equipment	(600,000)	(533,000)
Deferred Tax Liabilities, Net	(600,000)	(533,000)
Deferred Tax Assets, Net	$ 0	$ 0

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2. Summary of Significant Accounting Policies: Use of Estimates (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for items such as depreciation lives and methods, potential impairment of long-lived assets, deferred income taxes, estimation of asset retirement obligations and reclamation liabilities. Actual results could differ from those estimates.

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2. Summary of Significant Accounting Policies: Fair Values of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

	Balance at December 31, 2014	Balance at December 31, 2013	Hierarchy Level
Investments in marketable equity securities	$0.00	$9,672	Level 1

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2. Summary of Significant Accounting Policies: Income Taxes (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Income Taxes

Income Taxes

Income taxes are accounted for under the liability method. Under this method deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are expected to be paid or recovered. A valuation allowance is recorded to reduce the deferred tax assets, if there is uncertainty regarding their realization.

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11. Equity (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Common Stock, Shares Authorized	200,000,000	200,000,000
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Stock options issued to management	2,250,000
Stock options issued to management Value	$ 173,844
Stock options issued to management	500,000
Stock options issued to officer value	36,250
Stock options issued to management	1,750,000
Stock options issued to management Value	116,153
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures		150,000
Other General and Administrative Expense		7,250
Units Issued in connection with private placement for cash	3,000,000	22,000,000
Units Issued in connection with private placement Net Proceeds	405,000	990,000
Units Issued in connection with private placement 2		200,000
Units Issued in connection with private placement value 2		10,000
Units Issued in connection with private placement Description		units consisting of 6,000,000 shares and 3,000,000 warrants
Units Issued in connection with private placement for cash 2 per unit value	$ 0.20
Units Issued in connection with private placement for cash 2	6,000,000
Units Issued in connection with private placement Net Proceeds 2	1,080,000
Agent Warrants Issued in connection with private placement Net Proceeds	1,200,000
Agent Warrants Issued in connection with private placement per warrant value	$ 0.10
Issuance of common stock and warrants for mineral property agreement, stock		5,180,000
Common stock issued for mineral properties		259,000
Issuance of common stock and warrants for exploration, stock		714,286
Non-controlling interest in GF&H Company	$ 50,000

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1. Description of Business

12 Months Ended

Dec. 31, 2014

Notes

1. Description of Business

1.  Description of Business

New Jersey Mining Company (“the Company”) was incorporated as an Idaho corporation on July 18, 1996. The Company's primary business is exploring for and developing gold, silver, and base metal mineral resources in the Greater Coeur d’Alene Mining District of North Idaho and extending into Western Montana. It is currently evaluating new mineral investment and development opportunities in the western United States. The Company is currently focused on advanced stage exploration and development assets that could be developed into near-term cash flow. During late 2014, one of its mineral properties saw a new mine developed and put into production by a lessee. The New Jersey Mill was also put into production in 2014 to process ore from the Golden Chest Mine. The mine and mill are expected to ramp up to full production during the first half of 2015.

In the past, the Company has done minor production runs at its mill from high grade deposits located near the surface with the strategy to generate cash to be used for additional exploration to discover major mineral deposits on its properties. The Company has not yet developed sufficient reserves to justify investment in a major mine, thus it remains in the exploration stage.

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Statement of Financial Position - Parenthetical (USD $)	Dec. 31, 2014	Dec. 31, 2013
Statement of financial position
Preferred Stock, Par Value	$ 0.00	$ 0.00
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ 0.00	$ 0.00
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares Issued	91,760,148	73,760,148
Common Stock, Shares Outstanding	91,760,148	73,760,148

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11. Equity

12 Months Ended

Dec. 31, 2014

Notes

11. Equity

11.  Equity

The Company has authorized 200,000,000 shares of no par common stock at December 31, 2014 and 2013. In addition, the Company has authorized 1,000,000 shares of no par preferred stock, none of which had been issued at December 31, 2014 or 2013.

Stock Purchase Warrants Outstanding

Transactions in common stock purchase warrants for the year ended December 31, 2014 and 2013, are as follows:

	Number of Warrants		Exercise Prices
Balance December 31, 2012	5,961,550	$	0.30
Issued in connection with private placement	11,000,000		0.15
Expired	(5,961,550)		0.30
Balance December 31, 2013	11,000,000		0.15
Issued in connection with private placement	10,200,000	$	0.10-0.20
Balance December 31, 2014	21,200,000	$	0.10-0.20

These warrants expire as follows:

Shares	Exercise Price	Expiration Date
11,000,000	$0.15	May 31, 2015
3,000,000	$0.15	March 4, 2017
6,000,000	$0.20	August 11, 2017
1,200,000	$0.10	August 11, 2019

Stock Options

In April 2014 the Board of Directors of the Company established a stock option plan to authorize the granting of stock options to officers and employees. Upon exercise of the options shares are issued from the available authorized shares of the Company.

On April 30, 2014, 2,250,000 options were issued to management, 750,000 options vested immediately and the remaining 1,500,000 vested at a rate of 750,000 each year on the anniversary for 2 additional years, and they expire after 3 years. Each option allows the holder to purchase one share of the Company’s stock at $0.10 prior to expiration. Utilizing the Black Scholes option pricing model, an expected life of three years, a risk free rate of 0.87%, and expected volatility of 161.30% compensation cost of $173,844 is associated with these options. Of this $115,896 was recorded as a general and administrative expense in 2014. The remaining compensation cost of $57,948 is expected to be recognized over the next 1.5 years. All options expire on April 30 three years after their vest date.

On December 31, 2014, 500,000 options which vested immediately and expire after two years were issued to R Patrick Highsmith in connection with his hiring as the Company’s President and CEO. Each option allows the holder to purchase one share of the Company’s stock at $0.11 prior to expiration. Utilizing the Black Scholes option pricing model, an expected life of two years, a risk free rate of 0.49%, and expected volatility of 158.10% compensation cost of $36,250 is associated with these options and was recorded as a general and administrative expense in 2014.

On December 12, 2014, 1,750,000 options were issued to management, 750,000 options vested immediately and the remaining 1,000,000 vested after one year. The options expire after 5 years. Each option allows the holder to purchase one share of the Company’s stock at $0.15 prior to expiration. Utilizing the Black Scholes option pricing model, an expected life of 5 years, a risk free rate of 1.65%, and expected volatility of 150.60% compensation cost of $116,153 is associated with these options. Of this $49,780 was recorded as a general and administrative expense in 2014. The remaining compensation cost of $66,373 is expected to be recognized over the next year. All options expire on December 12 five years after their grant date.

	Number of Options	Exercise Prices
Balance January 1, 2014	0	0
Issued	4,500,000	$0.10-0.15
Outstanding December 31, 2014	4,500,000	$0.10-0.15
Exercisable at December 31, 2014	2,000,000	$0.10-0.15

Outstanding options had no intrinsic value at December 31, 2014.

Common Stock issued for Management and Directors Fees

During 2013 the Company issued 150,000 shares of its restricted common stock for management and directors fees. The Company recorded expense of $7,250 based upon fair value of the shares issued.

Common Stock issued For Cash

The Company initiated a private placement in September of 2013. Each unit consisted of 1 share of the Company’s common stock and ½ purchase warrant, each full warrant exercisable for one share of the Company’s common stock at $0.15 through May 31, 2015. At closing of the private placement on October 31, 2013, 22,000,000 shares were sold for net proceeds of $990,000 after deducting 10% brokerage fees. Additionally, the Company sold 200,000 units for cash at $0.05 each, resulting in net proceeds of $10,000.

The Company completed a private placement in the first quarter of 2014. Each unit consisted of two shares of the Company’s common stock and one purchase warrant, each warrant exercisable for one share of the Company’s stock at $0.15 through March 2017. At closing of the private placement in March 2014, 3,000,000 units consisting of 6,000,000 shares and 3,000,000 warrants were sold for net proceeds of $405,000 after deducting the 10% commission.

The Company completed a private placement in the third quarter of 2014. Each unit consisted of two shares of the Company’s common stock and one purchase warrant for $0.20; each warrant is exercisable for one share of the Company’s stock at $0.20 through August 2017; 6,000,000 units were sold for net proceeds of $1,080,000 after deducting the 10% commission. In addition to the 10% cash commission 1,200,000 warrants were issued to the placing broker. These warrants are exercisable at $0.10 through August 11, 2019.

Common Stock Issued for Mineral Property

During 2013 the Company issued 5,180,000 of its common stock for mineral properties. The Company recorded $259,000 based upon the fair value of the shares issued. No shares were issued for this purpose in 2014.

Common Stock Issued for Services and Exploration

During 2013 the Company issued 714,286 shares of its common stock for exploration and other services rendered the Company. The Company recorded $50,000 based upon fair value of the shares issued. No shares were issued for this purpose in 2014.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	Mar. 31, 2015	Jun. 30, 2014
Document and Entity Information
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2014
Entity Registrant Name	New Jersey Mining Company
Entity Central Index Key	0001030192
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		91,760,148
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Entity Public Float			$ 7,346,165
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Entity Incorporation, State Country Name	Idaho
Entity Incorporation, Date of Incorporation	Jul. 18, 1996

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12. Related Party Transactions

12 Months Ended

Dec. 31, 2014

Notes

12. Related Party Transactions

12.  Related Party Transactions

Fred Brackebusch was President, Treasurer, and a Director of the Company. He resigned all positions on August 29, 2013. Grant Brackebusch, Fred Brackebusch's son, is the Vice-President and a Director of the Company. Grant Brackebusch's wife, Tina Brackebusch, was the Company's Corporate Secretary prior to August 29, 2013. Fred Brackebusch and Grant Brackebusch own 89.6% and 10.4%, respectively of Mine Systems Design, Inc. ("MSD"), a firm that has various related party transactions with the Company. Delbert Steiner was CEO and Director from August 29, 2013 to December 1, 2014, at that time he resigned as CEO and became Chairman of the Board and remains a director of the Company. John Swallow was President from August 29, 2013 to December 1, 2014, at that time he resigned as President and remains as a director of the company.  The Company hired R. Patrick Highsmith as CEO, President, and a director of the Company on December 1, 2014.

The Company had the following transactions with related parties:

During 2013 the Company issued 125,000 shares, of its common stock to members of the Board of Directors for their services as directors. These stock awards were recorded as directors' fees of $6,250 based upon the fair value of the shares issued. Fred and Grant Brackebusch each received 25,000 shares in 2013. Fred Brackebusch’s shares were valued at $1,000 and Grant Brackebusch’s shares were valued at $2,250 as Directors of the Company. During 2013 the Company issued 25,000 shares of its common stock to Tina Brackebusch for her services as Secretary. These shares were valued at $1,000.

In August 2012, the Company was extended a 48 month note payable by MSD at 12% interest for $223,806 to purchase property which had a total purchase price of $230,449. As of December 31, 2014, $180,417 of this note remained with $39,384 in principal payable within 1 year and the remaining $141,033 due after one year as follows: 2016-44,378, 2017-$50,007, 2018-$46,648. Monthly payments are $4,910.

In December 2013, the Company issued 5,000,000 shares of its common stock to an entity partially owned by John Swallow, a director and past President, for a mineral property. The shares had a fair value at the date of issuance of $250,000.

In September 2014, the Company purchased a 2004 Pick-up from director Delbert Steiner for $7,500 in cash.

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New Jersey Mining Company Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Revenue:
Sales of gold		$ 21,049
Joint venture management fee income	373	8,890
Milling income	92,165	83,762
Total revenue	92,538	113,701
Costs and expenses:
Milling	310,309	82,544
Exploration	435,601	173,948
Net loss (gain) on sale of equipment	34,878	(108,208)
Net loss on sale of or abandonment of mineral property		109,000
Write down of mineral property		324,142
Depreciation and amortization	46,360	98,208
Management	331,517	54,443
Professional services	197,465	108,162
General and administrative expenses	199,465	60,756
Total operating expenses	1,555,595	902,995
Operating income (loss)	(1,463,057)	(789,924)
Other (income) expense:
Timber Expense	2,187	300
Royalties and other income	(19,809)	(26,032)
Gain on sale of marketable equity security	(24,741)
Distribution from Golden Chest LLC		(119,450)
Interest income	(1,859)	(256)
Interest expense	17,294	55,621
Equity in loss of Golden Chest LLC		99,500
Total other (income) expense	(26,928)	9,683
Income tax (provision) benefit	0	0
Net loss	(1,436,129)	(798,977)
Net loss attributable to non-controlling interests	2,495	6,804
Net loss attributable to New Jersey Mining Company	(1,433,634)	(792,173)
Other comprehensive loss:
Net loss	(1,436,129)	(798,977)
Unrealized gain (loss) on marketable equity security	18,938	(10,589)
Reclassification of realized gain on marketable equity security	(24,741)
Comprehensive loss	(1,441,932)	(809,566)
Comprehensive loss attributable to non-controlling interests	2,495	6,804
Comprehensive loss attributable to New Jersey Mining Company	$ (1,439,437)	$ (802,762)
Net loss per common share-basic and diluted	$ 0.02	$ 0.02
Weighted average common shares outstanding-basic and diluted	83,475,216	50,212,993

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6. Notes Payable

12 Months Ended

Dec. 31, 2014

Notes

6. Notes Payable

6.  Notes Payable

At December 31, 2014 and 2013 notes payable are as follows:

	2014		2013
2011 Dodge pickup 36 month note payable, 0.00% interest rate, collateralized by pickup, monthly payments of $740	$		$	1,479
Hagby Diamond Drill 36 month note payable, 6.9% interest rate payable monthly, collateralized by drill and guaranteed by former President Fred Brackebusch and Vice President Grant Brackebusch, monthly payments of $3,962				83,344
Property with shop 36 month note payable, 4.91% interest rate payable monthly, remaining principal of note due in one payment at end of term, monthly payments of $474		46,337		49,800
Property, 15 month note payable, 5% interest per annum, collateralized by property, one remaining payment of $175,000		175,000
Property 39 month note payable, 5.0% interest rate payable monthly, collateralized by property, monthly payments of $1,000				5,997
Property 120 month note payable, 11.0% interest rate payable monthly, remaining principal of note due in one payment at end of term, collateralized by property, monthly payments of $1,122		107,336		108,923
Total notes payable		328,673		249,543
Due within one year		180,385		55,663
Due after one year	$	148,288	$	193,880

Maturities of debt outstanding at December 31, 2014 are as follows:

2015	180,385
2016	44,704
2017	2,207
2018	2,462
2019	2,747
Thereafter	96,168
Total	328,673

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5. Property, Plant and Equipment

12 Months Ended

Dec. 31, 2014

Notes

5. Property, Plant and Equipment

5.  Property, Plant and Equipment

Property, plant and equipment at December 31, 2014 and 2013, consisted of the following:

		2014		2013
Mill land	$	225,289	$	225,289
Mill building		536,193		522,786
Milling equipment		4,001,771		3,716,011
		4,763,253		4,464,086
Less accumulated depreciation		(152,151)		(144,236)
Total mill		4,611,102		4,319,850
Building and equipment at cost		252,348		495,037
Less accumulated depreciation		(216,926)		(348,021)
Total building and equipment		35,442		147,016
Land		1,007,675		441,858
Total	$	5,654,199	$	4,908,724

During the year ended December 31, 2014 $25,021 in interest was capitalized in conjunction with the mill expansion project. No interest was capitalized in 2013.

During the year ended December 31, 2014 the Company disposed of a pick-up with $5,930 total cost basis that was fully depreciated for salvage; no income or loss was recorded. A drill with a cost basis of $265,316 which was partially depreciated was sold for $66,826 and a loss on sale of equipment was recorded for $34,878. Also, a ball mill with a historical cost of $9,850 was sold by the NJMJV for an $850 loss. During the year ended December 31, 2013 the Company sold a drill and an excavator with a total cost basis of $240,055 for $112,000.

Since both pieces of equipment were fully depreciated at the time of sale, a gain on sale of equipment of $112,000 was recorded in the consolidated statement of operations.

During the year ended December 31, 2012, a lease agreement was entered into with Hecla Mining Company on the Company’s Little Baldy land holding. Under the agreement, Hecla has paid $10,000 and $24,000 in 2014 and 2013, respectively, to the Company for the option to obtain NJMC’s interest in the land. The Company has recorded these farm-out receipts as a reduction in the carrying value of the land for the years ended December 31, 2014 and 2013.

For year ended December 31, 2013, milling and other equipment include assets under capital lease amounting to $91,625. The lease is being amortized over its terms. Accumulated amortization at December 31, 2014 and 2013 was $91,625 and $65,258, respectively. The lease was concluded in September 2014 and the equipment title was transferred to the Company for no additional consideration.

During the year ended December 31, 2014, the Company entered into a purchase and sale agreement to acquire the Eastern Star Elk City property for $425,000. The deal called for a down payment of $125,000 and a promissory note for the balance at 5% per annum. As scheduled the next payment of $125,000 was made on August 15, 2014. Final payment of $175,000 is due on July 15, 2015.

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2. Summary of Significant Accounting Policies: Revenue Recognition (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Revenue Recognition

Revenue Recognition

Revenue is recognized when title and risk of ownership of metals or metal bearing concentrate have passed and collection is reasonably assured. Revenue from the sale of metals may be subject to adjustment upon final settlement of estimated metal prices, weights and assays, and are recorded as adjustments to revenue in the period of final settlement of prices, weights and assays; such adjustments are typically not material in relation to the initial invoice amounts. Revenue received from drilling and exploration contracts with third parties is recognized when the contract has been established, the services are rendered and collection of payment is deemed probable. These services are not a part of normal operations. Income received as the operator of the Company's joint ventures is recognized in the months during which those operations occur. Revenue received from engineering services provided is recognized when services are rendered and collection of payment is deemed probable. These services are not a part of normal operations. Revenues from mill operations and custom milling are recognized in the period in which the milling is performed and collection of payment is deemed probable.

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13. Investment in Marketable Security

12 Months Ended

Dec. 31, 2014

Notes

13. Investment in Marketable Security

13.  Investment in Marketable Security

In 2006, the Company purchased 1,875,000 common shares of Gold Crest Mines Inc for $7,500. 907,820 of these shares were sold prior to 2013.

At December 31, 2013, the Company held 967,180 of these shares with a market value of $0.01 per share, for a total fair value of $9,672. At December 31, 2013, the excess market value of $5,803 over the $3,869 cost basis of the shares was recognized as accumulated other comprehensive income in the equity section of the Company’s balance sheet.

In 2014 these shares were sold for $28,610, the $24,741 over the remaining cost of $3,869 was recorded as a gain on the sale of marketable equity security. No shares remained at December 31, 2014

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9. Mining and Milling Venture Agreements

12 Months Ended

Dec. 31, 2014

Notes

9. Mining and Milling Venture Agreements

9.  Mining and Milling Venture Agreements

Golden Chest LLC (“GCJV”)

In December of 2010, a limited liability company (LLC) was formed between the Company and Marathon Gold USA (MUSA). MUSA’s contribution to GCJV was $4,000,000 paid in installments ending on November 30, 2011. The Company contributed to GCJV all of its interests in the Golden Chest Mine, including unpatented claims and some mining equipment. At inception, GCJV purchased the patented mining claims for $3.75 million with $500,000 paid at closing in December 2010 and the remainder due under a Promissory Note and Mortgage at the rate of $500,000 per year with quarterly payments and the $250,000 balance due in the seventh and final year. The note is collateralized by a first mortgage on the claims. Funding in 2012 and future funding for the venture is being paid by each partner at a percentage equal to their ownership, which in 2012 and through June of 2013 was 50 percent per partner. In May and June of 2013, the Company elected not to participate in some funding calls resulting in dilution of its ownership interest in GCJV. During the year ended December 31, 2012 the Company began accounting for the GCJV using the equity method because significant influence was obtained during the year. After dilution of its share in 2013, significant influence was no longer possessed and accounting for the Joint Venture reverted back to the cost method.

On September 3, 2013 GCJV signed a lease agreement with Juniper Resources, LLC (Juniper) of Boise, Idaho for a defined portion of the Golden Chest mine property. The lease with Juniper calls for an initial payment of $50,000 to GCJV, which was received, and a work requirement of 1,500 to 3,000 meters of core drilling which was completed during 2014. Juniper signed the lease and made a payment of $200,000 to GCJV at the end of November 2013. Juniper is required to make land payments of $125,000 per quarter on the promissory note on behalf of GCJV. Additionally, Juniper will pay a 2% net smelter royalty to GCJV on all gold production from the leased area with the $250,000 initial payments treated as an advance on this royalty. The lease was subsequently assigned to Gold Hill Reclamation and Mining Inc., an affiliated company. The lease has a term of 39 months. Gold Hill began shipping ore in the 4^th quarter of 2014 and 1,922 tonnes were processed at the New Jersey Mill.

Accounts receivable from GCJV are a part of normal operations which include operating costs, payroll, drilling costs, and drilling income, GCJV has contracted drilling services with NJMC as needed. As of December 31, 2014 and 2013, an account receivable existed with GCJV for $21,175 and $19,802 respectively. In addition, income and expense items for the twelve month period ended December 31, 2014 and 2013 related to MUSA and GCJV were as follows:

		2014		2013
Joint venture management fees income	$	373	$	8,890
Drilling and exploration contract expense		-		154
Equity in loss of GCJV (through June 30, 2013)		-		99,500
Distribution from GCJV		-		119,450

New Jersey Mill Venture Agreement

In January 2011, the New Jersey Mill Venture agreement was signed by the Company and United Mine Services, Inc. (UMS) relating to the New Jersey mineral processing plant. To earn a 35 percent interest in the venture, UMS provided $3.2 million funding to expand the processing plant to 15 tonnes/hr. The Company is the operator of the venture and charges operating costs to UMS for milling its ore up to 7,000 tonnes/month, retain a milling capacity of 3,000 tonnes/month, and as the operator of the venture receive a fee of $2.50/tonne milled.

UMS subsequently dissolved and its interest in the mill was transferred to Crescent Silver, LLC (Crescent).

As of December 31, 2014 and 2013, an account receivable existed with the Mill Joint Venture and UMS for $33,846 and $41,341 respectively.

During the years ended December 31, 2013 and 2014 the mill processed 5,402 and 1,923 tonnes of ore respectively. These ores were from the Crescent Mine owned by Crescent, the Golden Chest Mine owned by GCJV, and some contract milling ore from an outside source. Currently, the mill is processing ore from the GCJV’s Golden Chest Mine property, which is being mined under an agreement with Gold Hill. To facilitate the startup costs for milling of the Golden Chest ore, Gold Hill advanced $200,000 interest-free to NJMC on November 7, 2014, at the beginning of the ramp –up phase. These funds will be deducted from milling receipts over a six month period, commencing in Q2 of 2015.

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7. Mineral Properties: Schedule of Mineral Properties (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Mineral Properties 1	$ 288,365	$ 271,340
Mineral Properties 2	250,000	250,000
Mineral Properties 3	25,500	25,500
Mineral Properties 4	5,000	5,000
Mineral properties amortization	(11,407)	(11,407)
Mineral properties net	$ 557,458	$ 540,433

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7. Mineral Properties

12 Months Ended

Dec. 31, 2014

Notes

7. Mineral Properties

7.  Mineral Properties

Mineral properties and deferred development costs are as follows:

		December 31, 2014		December 31, 2013
New Jersey	$	288,365	$	271,340
McKinley		250,000		250,000
Silver Button/Roughwater		25,500		25,500
Toboggan		5,000		5,000
Less accumulated amortization		(11,407)		(11,407)
Total	$	557,458	$	540,433

New Jersey

The Coleman property is located at the New Jersey Mine area of interest and consists of 62 acres of patented mining claims, mineral rights to 108 acres of fee land, and approximately 130 acres of unpatented mining claims. The Coleman property was acquired in October 2002.  At December 31, 2014 and 2013 the balance includes asset retirement costs of $23,365 and $6,340 respectively.

McKinley

The McKinley Project is an exclusive exploration and mining lease which covers several historic mines and prospects, including the McKinley Mine, Ibex Mine, and Big Easy Mine, on private land located in central Idaho near the town of Lucile. On December 31, 2013, NJMC received all rights and agreements, intellectual property, historic and recent due diligence, surveys and maps, along with a 12-month option to purchase the historic McKinley Mine, located on 62 acres within the overall land package. The option to purchase the McKinley mine has been extended by an additional 12 months to November 18, 2015.

Silver Button/Roughwater

The Silver Button claim is the remaining property of the ten claims acquired from Roughwater Mining Company. During 2005, the other nine Roughwater unpatented claims were dropped. In 2001, the Company purchased the property through the issuance of 255,000 shares of its common stock to Roughwater Mining Company. The shares were valued at $0.10 per share, for a total acquisition cost of $25,500.

Toboggan

Toboggan is a gold and silver exploration project consisting of five claims covering 100 acres of federal land administered by the U.S. Forest Service. In 2001, the Company issued 50,000 shares of stock to an individual to acquire the property. The shares were valued at $0.10 per share for a total acquisition cost of $5,000.

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8. Asset Retirement Obligation

12 Months Ended

Dec. 31, 2014

Notes

8. Asset Retirement Obligation

8.  Asset Retirement Obligation

The Company has established asset retirement obligations associated with the ultimate closing of its properties. Below is a reconciliation as of December 31, 2014 and 2013 of the Company’s asset retirement obligations. The estimated reclamation costs were discounted using a credit adjusted, risk-free interest rate of 5.4% and 5.6% in 2014 and 2013 respectively.

		2014		2013
Balances at January 1	$	10,949	$	9,797
Accretion expense (true up of)		(4,608)		1,152
Incurred		17,025
Balance December 31	$	23,366	$	10,949

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10. Income Taxes

12 Months Ended

Dec. 31, 2014

Notes

10. Income Taxes

10.  Income Taxes

The Company did not recognize a provision (benefit) for income taxes for the years ended December 31, 2014 and 2013.

At December 31, 2014 and 2013, the Company had deferred tax assets principally arising from the net operating loss carry forwards for income tax purposes multiplied by an expected rate of 40%. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax assets, a valuation allowance equal to the deferred tax asset has been established at December 31, 2014 and December 31, 2013. The significant components of the deferred tax asset at December 31, 2014 and 2013 were as follows:

		December 31,		December 31,
		2014		2013
Deferred tax asset
Net operating loss carry forward	$	3,995,000	$	3,546,000
Exploration/development		834,000		746,000
Asset retirement obligation/accrual		9,000
Lease income		23,000		19,000
Acquisition of mineral interest		(90,000)
Total deferred tax assets		4,771,000		4,311,000
Valuation allowance		(4,171,000)		(3,778,000)
Net		600,000		533,000
Deferred tax liabilities
Property, plant, and equipment		(600,000)		(533,000)
Total deferred tax liabilities		(600,000)		(533,000)
Net deferred tax asset	$	0	$	0

At December 31, 2014 and 2013 the Company had net operating loss carry forwards of approximately $9,987,000 and $8,865,000 respectively for both federal and the state of Idaho, which expire in the years 2017 through 2033.

The income tax benefit shown in the financial statements for the years ended December 31, 2013 and 2012 differs from the statutory rate as follows:

	December 31, 2014		December 31, 2013
Provision (benefit) at statutory rate	$	(499,000)	$	(348,000)
State taxes, net of federal taxes		(71,000)		(37,000)
Affect prior year restatement/adjustments		177,000
Increase (decrease) in valuation allowance		393,000		385,000
Total provision (benefit)	$	0	$	0

We are open to examination of our income tax filings in the United States and state jurisdictions for the 2012 through 2014 tax years. In the event that the Company is assessed penalties and or interest, penalties will be charged to other operating expense and interest will be charged to interest expense. Certain tax positions taken in the 2012 through 2014 tax years could result in minor adjustments to our exploration and development costs for tax purposes. However, these adjustments would not result in a tax provision, but only revise to the net operating loss carry forward balance.

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9. Mining and Milling Venture Agreements (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Details
Accounts and Other Receivables, Net, Current	$ 33,846	$ 41,341

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10. Income Taxes (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Details
Operating Loss Carryforwards	$ 9,987,000	$ 8,865,000

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9. Mining and Milling Venture Agreements: Schedule of Other Nonoperating Income (Expense) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Details
Joint venture management fee income	$ 373	$ 8,890
Other Expenses		154
Equity Method Investment, Unrealized Intercompany Profit (Loss) Not Eliminated, Amount		99,500
Distribution from Golden Chest LLC		$ 119,450

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2. Summary of Significant Accounting Policies: New Accounting Pronouncements and Changes in Accounting Principles (Policies)

12 Months Ended

Dec. 31, 2014

Policies

New Accounting Pronouncements and Changes in Accounting Principles

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-10 (“the ASU”).  This update changes the requirements for disclosures as they relate to exploration stage entities.  The ASU specifies that the ‘inception-to-date’ information is no longer required to be presented in the financial statements of an exploration stage entity.  The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2014 and interim periods thereafter, with early application permitted for any financial statements that have not yet been issued.  The Company elected to apply the amendments effective with the second quarter of 2014.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of ASU No. 2014-15 on the Company’s consolidated financial statements once adopted.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

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2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures: Schedule of Cost Method Investments (Details)	Dec. 31, 2014	Dec. 31, 2013
Details
Investment Owned, Percent of Net Assets	66.00%	66.00%
investment owned percentage of net assets 2	48.00%	48.00%

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2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Accounting For Investments in Joint Ventures

Accounting for Investments in Joint Ventures

For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee.

For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties, the equity method is utilized whereby the Company’s share of the ventures’ earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. The Company periodically assesses its investments in joint ventures for impairment.  If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.

At December 31, 2014 and December 31, 2013, the Company’s percentage ownership and method of accounting for each joint venture is as follows:

	December 31, 2014			December 31, 2013
Joint Venture	% Ownership	Significant Influence?	Accounting Method	% Ownership	Significant Influence?	Accounting Method
New Jersey Mill Joint Venture(“NJMJV”)	66%	Yes	Consolidated	66%	Yes	Consolidated
Golden Chest LLC Joint Venture (“GCJV”)	48%	No	Cost	48%	No	Cost

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2. Summary of Significant Accounting Policies: Investment in Marketable Equity Securities (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Investment in Marketable Equity Securities

Investment in Marketable Equity Securities

Marketable equity securities are classified as available for sale and are valued at fair value which is the market price. Realized gains and losses on the sale of securities are recognized on a specific identification basis. Unrealized gains and losses are included as a component of accumulated other comprehensive income (loss), unless an other than temporary impairment in value has occurred, which would then be charged to current period net income (loss).

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14. Acquisition Gf&h Company: Business Acquisition, Pro Forma Information (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Business Acquisition, Pro Forma Information

		2014		2013
Revenue:	$	92,538	$	113,701
Operating expenses		(1,528,667)		(912,678)
Net loss from continuing operations		(1,436,129)		(798,977)
Net loss per common share, basic and diluted		.02		.02

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8. Asset Retirement Obligation: Schedule of Asset Retirement Obligations (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Schedule of Asset Retirement Obligations

		2014		2013
Balances at January 1	$	10,949	$	9,797
Accretion expense (true up of)		(4,608)		1,152
Incurred		17,025
Balance December 31	$	23,366	$	10,949

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New Jersey Mining Company Consolidated Statement of Changes in Stockholders' Equity (USD $)	Common Stock Shares	Common Stock Amount USD ($)	Accumulated Deficit USD ($)	Comprehensive Income (loss) USD ($)	Non-controlling Interests USD ($)	Total USD ($)
Stockholders' equity at Dec. 31, 2012		$ 10,439,219	$ (8,509,851)	$ 16,392	$ 3,151,415	$ 5,097,175
Shares issued at Dec. 31, 2012	45,515,862
Contribution from non-controlling interest in Mill JV					32,009	32,009
Issuance of common stock and warrants for cash, net of offering costs		1,000,000				1,000,000
Issuance of common stock and warrants for cash, net of offering costs, stock	22,200,000
Issuance of common stock and warrants for management and directors fees		7,250				7,250
Issuance of common stock and warrants for management and directors fees, stock	150,000
Issuance of common stock and warrants for exploration		50,000				50,000
Issuance of common stock and warrants for exploration, stock	714,286					714,286
Issuance of common stock and warrants for mineral property agreement		259,000				259,000
Issuance of common stock and warrants for mineral property agreement, stock	5,180,000					5,180,000
Unrealized gain (loss) in marketable equity security				(10,589)		(10,589)
Net loss attributable to non-controlling interest					(6,804)	(6,804)
Net loss attributable to the Company			(792,173)			(792,173)
Stockholders' equity at Dec. 31, 2013		11,755,469	(9,302,024)	5,803	3,176,620	5,635,868
Shares issued at Dec. 31, 2013	73,760,148
Allocation of fair value of non-controlling interest in GF&H					50,000	50,000
Stock options granted to directors		201,926				201,926
Other comprehensive loss				(5,803)		(5,803)
Contribution from non-controlling interest in Mill JV					22,988	22,988
Issuance of common stock and warrants for cash, net of offering costs		1,485,000				1,485,000
Issuance of common stock and warrants for cash, net of offering costs, stock	18,000,000
Unrealized gain (loss) in marketable equity security						18,938
Net loss attributable to non-controlling interest					(2,495)	(2,495)
Net loss attributable to the Company			(1,433,634)			(1,433,634)
Stockholders' equity at Dec. 31, 2014		$ 13,442,395	$ (10,735,658)		$ 3,247,113	$ 5,953,850
Shares issued at Dec. 31, 2014	91,760,148

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4. Note Receivable

12 Months Ended

Dec. 31, 2014

Notes

4. Note Receivable

4.  Note Receivable

On September 30, 2014 the Company loaned $58,386 to Premium Exploration (USA) Inc under a convertible promissory note. The note carries simple interest at 8% and matures on August 1, 2015 at which time the principal and interest is due. At any time prior to expiration the note is convertible to shares of Premium Exploration Inc.

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6. Notes Payable: Schedule of Debt (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Details
Note payable, vehicle		$ 1,479
Note payable, drill		83,344
Note payable, drill	46,337	49,800
Note payable, drill	175,000
Note payable, drill		5,997
Note payable, drill	107,336	108,923
Notes Payable	328,673	249,543
Notes payable, short term	180,385	55,663
Notes payable, long term	$ 148,288	$ 193,880

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11. Equity: Common Stock Purchase Warrant Transactions (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Details
Class of Warrant or Right, Outstanding	21,200,000	11,000,000	5,961,550
Exercise price, private placement warrants		$ 0.15	$ 0.30
Warrants Issued in connection with private placement	$ 10,200,000	$ 11,000,000
Exercise price, private placement warrants	$ 0.15	$ 0.15
Warrants Issued in connection with private placement		$ (5,961,550)
Exercise price, private placement warrants expired		$ 0.30
Exercise price, private placement warrants	$ 0.10
Exercise price, private placement warrants	$ 0.20
Exercise price, private placement warrants	$ 0.10
Exercise price, private placement warrants	$ 0.20

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2. Summary of Significant Accounting Policies: Net Income (loss) Per Share (Policies)

12 Months Ended

Dec. 31, 2014

Policies

Net Income (loss) Per Share

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing the net amount by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. For the years ended December 31, 2014 and 2013, the effect of the Company’s potential issuance of shares from the exercise of 21,200,000 and 11,000,000 warrants, respectively, and 4,500,000 stock options in 2014 would have been anti-dilutive. Accordingly, only basic net loss per share has been presented. Outstanding warrants and options are discussed in detail in Note 9 of the financial statements.

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14. Acquisition Gf&h Company (Details) (USD $)	12 Months Ended
	Dec. 31, 2014
Details
Business Acquisition, Cost of Acquired Entity, Cash Paid	$ 100,000
Subsidiary expenses, detail	$ 2,577

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6. Notes Payable: Schedule of Debt (Tables)

12 Months Ended

Dec. 31, 2014

Tables/Schedules

Schedule of Debt

	2014		2013
2011 Dodge pickup 36 month note payable, 0.00% interest rate, collateralized by pickup, monthly payments of $740	$		$	1,479
Hagby Diamond Drill 36 month note payable, 6.9% interest rate payable monthly, collateralized by drill and guaranteed by former President Fred Brackebusch and Vice President Grant Brackebusch, monthly payments of $3,962				83,344
Property with shop 36 month note payable, 4.91% interest rate payable monthly, remaining principal of note due in one payment at end of term, monthly payments of $474		46,337		49,800
Property, 15 month note payable, 5% interest per annum, collateralized by property, one remaining payment of $175,000		175,000
Property 39 month note payable, 5.0% interest rate payable monthly, collateralized by property, monthly payments of $1,000				5,997
Property 120 month note payable, 11.0% interest rate payable monthly, remaining principal of note due in one payment at end of term, collateralized by property, monthly payments of $1,122		107,336		108,923
Total notes payable		328,673		249,543
Due within one year		180,385		55,663
Due after one year	$	148,288	$	193,880

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14. Acquisition Gf&h Company

12 Months Ended

Dec. 31, 2014

Notes

14. Acquisition Gf&h Company

14.  Acquisition GF&H Company

During the year ended December 31, 2014, the Company completed its acquisition of two thirds of the issued and outstanding common shares of GF&H Company. NJMC acquired GF&H to further its land holdings in the area of its Golden Chest Property.

This transaction was accounted for as a business combination. The Company acquired two thirds of the issued and outstanding common shares of GF&H for $100,000 in cash. GF&H sole asset was 347 acres of land near Murray Idaho; it had no liabilities. 

A summary of the acquisition is as follows:

	New Jersey Mining Company	Non-controlling Interest
Consideration	(66 2/3%)	(33 1/3%)	Total
Cash	$100,000		$100,000
Fair value of non-controlling interest		$50,000	$  50,000
	$100,000	$50,000	$150,000
Assets acquired
Land and mineral interest			$150,000

The consolidated statement of operations of the Company for the year ended December 31, 2014 includes expenses incurred by GF&H of $2,577 and no revenue since the acquisition date. GF&H has had minimal operating activity over the past several years

The unaudited pro forma financial information below represents the combined results of the Company’s operations as if the GF&H acquisition had occurred at the beginning of the period presented. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented, nor is it indicative of future operating results. The amounts presented for the year ended December 31, 2014 represent the actual results for the period.

		2014		2013
Revenue:	$	92,538	$	113,701
Operating expenses		(1,528,667)		(912,678)
Net loss from continuing operations		(1,436,129)		(798,977)
Net loss per common share, basic and diluted		.02		.02