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**Exhibit 14**

**NEW JERSEY MINING COMPANY****CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS**

 1.      The CEO and all senior financial  officers are responsible for full, fair, accurate, timely and understandable  disclosure in the periodic reports required to be filed by the Company with  the SEC. Accordingly, it is the responsibility of the CEO and each senior financial  officer promptly to bring to the attention of the Disclosure Committee (or in  the event that the Company has not established a Disclosure Committee, to the  Board of Directors) any material information of which he or she may become aware  that affects the disclosures made by the Company in its public filings or otherwise  assist the Disclosure Committee in fulfilling its responsibilities. 

 2.      The CEO and each senior  financial officer shall promptly bring to the attention of the Disclosure Committee  and the Audit Committee (or in the event that the Company has not established  an audit committee, to the Board of Directors) any information he or she may  have concerning (a) significant deficiencies in the design or operation of internal  controls which could adversely affect the company’s ability to record,  process, summarize and report financial data or (b) any fraud, whether or not  material, that involves management or other employees who have a significant  role in the Company’s financial reporting, disclosures or internal controls.

 3.      The CEO and each senior  financial officer shall promptly bring to the attention of the General Counsel  or the CEO and to the Audit Committee any information he or she may have concerning  any actual or apparent conflicts of interest between personal and professional  relationships, involving any management or other employees who have a significant  role in the Company’s financial reporting, disclosures or internal controls.

 4.      The CEO and each senior  financial officer shall promptly bring to the attention of the General Counsel  or the CEO and to the Audit Committee any information he or she may have concerning  evidence of a material violation of the securities or other laws, rules or regulations  applicable to the Company and the operation of its business, by the Company  or any agent thereof, or of violation of these procedures. 

 5.      The Board of Directors shall  determine, or designate appropriate persons to determine, appropriate actions  to be taken in the event of violations of these procedures by the CEO and the  Company’s senior financial officers. Such actions shall be reasonably designed  to deter wrongdoing and to promote accountability for adherence to these procedures,  and shall include written notices to the individual involved that the Board  has determined that there has been a violation, censure by the Board, demotion  or re-assignment of the individual involved, suspension with or without pay  or benefits (as determined by the Board) and termination of the individual’s  employment. In determining what action is appropriate in a particular case,  the Board of Directors or such designee shall take into account all relevant  information, including the nature and severity of the violation, whether the  violation appears to have been intentional or inadvertent, whether the individual  in question had been advised prior to the violation as to the proper course  of action and whether or not the individual in questions had committed other  violations in the past. 

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