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New Jersey Mining Company

New Jersey Mining Company

201 N. Third Street

Coeur d’Alene, ID 83814

208-503-0153 [Phone]

dsteiner@newjerseymining.com [EMAIL]

August 15, 2014

John Reynolds, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

New Jersey Mining Company

Amendment No. 3 to Registration Statement on Form 10

Filed July 2, 2014

Form 8-K

Filed June 17, 2014

File No. 000-28837

Dear Mr. Reynolds:

This responds to your letter of August 5, 2014, regarding the Company’s Amendment No. 3 to Registration Statement on Form 10 filed July 2, 2014, and the Company’s Form 8-K filed June 17, 2014.  With respect to the Staff’s comments in the letter, and the subsequent telephone conversation with the Staff on August 6, 2013 in which Staff requested the Company narrow its response to the portion of the comment pertaining to the Skookum Shoot, the Company responds as follows:

Form 8-K Filed June 17, 2014

1.

We note your response to prior comment 2 and the statements that you are relying on Juniper’s “own internal estimate of the gold grade and tonnage in the Skookum Shoot” and that you “completed two Canadian NI 43-101 mineral resource reports within the past three years.” Please forward to our engineer, as supplemental information and not as part of your filing, the technical reports referenced in your response, pursuant to paragraph (c) of Industry Guide 7. Please provide this information on a CD, formatted as Adobe PDF files. Please also provide the name and phone number for a technical person whom our engineer may call if he has technical questions about your resources. You may Mr. Delbert Steiner ask to have this information returned by making a written request at the time it is furnished, as provided in Exchange Act Rule 12b-4. It is still unclear why you believe you have a reasonable basis for the detailed quantified information in your pamphlet. Please address the experience and qualifications of the individual at Juniper Resources, LLC responsible for preparing the internal estimates and the process used to arrive at the internal estimates.

Response:  For clarification purposes, the Company is in a joint venture with Marathon Gold Corporation that owns the Golden Chest Mine (the “Golden Chest Joint Venture”).  The Golden Chest Joint Venture leased the interests in the resources that are the subject of this comment (the “Resource” or “Skookum Shoot”) for 39 months to Juniper Resources LLC (“Juniper”), a private company (See Exhibit 10.3 of the Form 10-12G filed February 25, 2014 herein after referred to as the “Mining Lease”).  Juniper has independently evaluated the Resource to determine whether it is economical for Juniper to mine.  Based on Juniper’s own internal estimates it entered into a milling agreement (attached hereto as Exhibit 1 and herein after referred to as the “Milling Agreement”) with the Company to mill the ore mined from the Resource.

The pamphlet pages 8 through 11 relate to the Golden Chest Joint Venture and the Mining Lease with Juniper for fixed terms and a 2% Net Smelter Royalty (“2% NSR”).  Based on the Company’s ownership in the Golden Chest Joint Venture, the Company is entitled to 47.88% of the 2% NSR.  Gold Hill Reclamation and Mining, Inc., a Juniper related company (“Gold Hill”), entered into the Milling Agreement with the Company to process the ore from the Skookum Shoot at a fixed rate.  Page 11 of the pamphlet entitled “Juniper Lease Economics” shows profit estimates to the Company based on the fixed rate Milling Agreement and 2% NSR.  The estimates made on page 11 of the pamphlet pertain to potential profits from the Milling Agreement and Golden Chest Joint Venture Mining Lease based on the estimate of tonnage to be mined.  The Company will not directly receive revenues from Juniper’s mining of the Resource, other than through the Mining Lease and the Milling Agreement.

The resource estimates for the Skookum Shoot were given for the purposes of estimating milling profits under the Milling Agreement with Gold Hill rather than an estimate of the Resource.  The estimated figures on Page 11 entitled: “Estimated Gold Grade,” “Estimated Recovered Gold,” “Gold Price” and “Gross Gold Mining Revenue” do not affect the potential profits to the Company except for the small amount due to the Company from the 2% NSR.  The “Tonnage Mined,” “Toll Milling Charge,” “Expected Milling Cost,” “Toll Milling Net,” and the “Total Milling Profit” are estimates based on the terms of the Milling Agreement and estimated tonnage to be mined from the Skookum Shoot based on Juniper’s estimates.  Although there is less than one percent interest in the ore body through the 2% NSR, the estimated milling profits will not adjust based on ore grade, percentage of recovery or price of gold.  The “Total Projected Income” to the Company was the aggregate profits from the Milling Agreement and the 2% NSR.  Potential profits from the mining of the Resource of the Skookum Shoot will go to Juniper under the Mining Lease less the 2% NSR to the Golden Chest Joint Venture.  Therefore, management of the Company believes it has a reasonable basis to make the Company’s milling profit projections on page 11 of the pamphlet based on the Milling Agreement, Mining Lease and Juniper’s internal estimates of tonnage to be mined.

Juniper’s estimates of the resource was performed by Juniper’s mining engineer, who has 30 years of experience in the mining industry and is a registered professional mining engineer with a PhD in Mining Engineering.  Based on the 2,545 meters of core drilling distributed among twenty holes and the two recent Canadian NI 43-101 mineral resource reports,

Juniper’s mining engineer calculated the estimates by using an inverse distance cubed method to determine tonnage in the Skookum Shoot. The two Canadian NI 43-101 mineral resource reports can be found on Sedar.com by following these links:

http://www.sedar.com/GetFile.do?lang=EN&docClass=24&issuerNo=00030782&fileName=/csfsprod/data139/filings/02023425/00000001/s%3A%5CFILINGS%5CMarathon%5CTechnicalReport%5CGolden-Chest-Tech-Report.pdf

http://www.sedar.com/GetFile.do?lang=EN&docClass=24&issuerNo=00030782&fileName=/csfsprod/data129/filings/01892081/00000001/k%3A%5CSEDAR-I%5Cwpdata%5CmarathonGold%5Ccondis%5C43-101s%5C2012%5CgChest%28April18-12%29%5CMOZ-43-101%28gChest%29April18-12.pdf

The Staff may contact Grant Brackebusch, P.E. for technical questions regarding the resources leased to Juniper.

The Company intends to amend the 8-K to clarify the pages of the pamphlet that are the subject of this comment to avoid confusion.

Closing Comments

In accordance with the Staff’s request, we acknowledge that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that our response adequately addresses the Staff’s comments and respectfully request that the Staff advise us at its earliest convenience if the Staff believes that any of the responses set forth in this letter are incomplete or unsatisfactory, or if the Staff has any further comments on our filings.

Sincerely,

/s/ Delbert Steiner

_______________________________________

By: Delbert Steiner

Its: Chief Executive Officer

Exhibit 1

MILLING AGREEMENT

THIS MILLING AGREEMENT (the “Agreement”) is made and entered into as of the _22nd_ day of _____May_________, ("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 and or gravity 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.

4

"Feed 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.

5

“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.  NJ Mill commits to process all of these ores.  Based upon its current mining plan, Gold Hill estimates that such deliveries of Production Ores will average around

Nine Thousand (9,000) tonnes per month

.  In the event that the NJ Mill cannot process all the Gold Hill Production Ores on an average daily ra