SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 64, 2009

Sterling Mining Company

(Exact name of registrant as specified in its charter)

Idaho

(State or Other Jurisdiction of Incorporation or Organization)

000-52669		82-0300575

(Commission File Number)		(I.R.S. Employer Identification Number)

2201 N. Government Way, Ste E

Coeur d’Alene, ID 83814

(Address of principal executive offices including zip code)

(208) 666-4070

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 1.01~~¨ ~~Entry~~Soliciting ~~into~~material ~~Material~~pursuant ~~Definitive~~to ~~Agreement~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~On October~~¨ ~~30,~~Pre-commencement ~~2009,~~communications ~~Sterling~~pursuant ~~Mining~~to ~~Company~~Rule 14d-2(~~“Sterling”~~b) ~~and~~under ~~Alberta~~the ~~Star Development~~Exchange ~~Corporation~~Act (~~“Alberta~~17 ~~Star”)~~CFR ~~signed a Binding Term Sheet whereby Alberta Star intends to acquire not less than 90% of the issued and outstanding shares of Sterling~~ 240.14d-2(~~the “Transaction”~~b).)

~~Under~~¨ ~~the terms of the Transaction, Sterling Mining Company, which is currently a debtor~~Pre-~~in-possession~~commencement incommunications ~~Chapter~~pursuant ~~11 Bankruptcy in the District of Idaho, must make an application for approval of the stock purchase through a Plan of Reorganization~~ to ~~the~~Rule U.S. Bankruptcy Court on or before December 15, 2009, and receive an Order confirming the Plan on or before February 28, 2010, whereby Alberta Star will acquire not less than 90% of the issued and outstanding common shares of Sterling, on a fully diluted basis, in exchange for $10.5 million USD. In addition, the Company has agreed to make available up to $1,250,000 USD 13e-4(~~$250,000 USD per month~~c) inunder ~~interim term debtor-in-possession financing to Sterling, which amount will bear interest at a rate of 10% per annum, bringing~~ the ~~total~~Exchange ~~value~~Act of(17 ~~the~~CFR ~~agreement to $11~~240.75 million USD. The transaction proposes a $250,000 USD termination fee should Sterling Mining Company accept and have approved a competitive bid for acquisition of its stock or assets by bidders other than Alberta Star, or under other circumstances.13e-4(c))

~~The Agreement~~ITEM ~~contains a number of conditions precedent to the obligations of the parties~~8.01 ~~Unless all of such conditions are satisfied or waived by the party for~~Other whose benefit such conditions exist, to the extent that they may be capable of waiver, the proposed transaction will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all. Such conditions include: an order ("Order") of the U.S. Bankruptcy Court approving the Plan of Reorganization of Sterling; all claims of all the creditors of Sterling are paid, satisfied, settled or compromised under the Plan of Reorganization and that all other consents and approvals, including regulatory approvals, are obtained. The proposed transaction has not been approved by the TSX Venture Exchange (the "Exchange") and remains subject to Exchange approval.Events

~~There~~Item ~~can be no assurance that the proposed transaction will be completed as proposed or at all~~8.01 ~~The~~Other ~~proposed transaction is an "arms length transaction" as defined in Exchange Policy 1.1.~~Events

~~It is the~~On ~~Sterling's~~December ~~objective~~2, ~~subject~~2009, tothe ~~Court~~Company ~~and~~filed ~~Exchange~~a ~~approval,~~Plan toof ~~exit~~Reorganization (the ~~Chapter~~ 11“Plan”) ~~process~~and ~~with~~a Disclosure Statement (the ~~following~~“Disclosure ~~assets~~Statement”) in ~~place:~~support ~~its~~of ~~interest in~~ the Plan. ~~Sunshine~~On ~~Mine~~or about December 3, ~~facilities~~2009, ~~and~~the ~~lease,~~Company ~~and~~expects ~~exploration~~to ~~interest~~mail into ~~the~~creditors ~~Sterling~~and ~~exploration~~holders ~~projects~~of inequity ~~Idaho.~~interests Innotice ~~addition,~~that the ~~Company~~Bankruptcy ~~upon~~Court ~~meeting~~will ofconduct ~~the~~a ~~above~~hearing ~~referenced~~to ~~conditions,~~consider ~~including the~~ confirmation of athe ~~Chapter~~Plan 11on ~~Plan~~January 5, 2010. The ~~will~~Disclosure ~~reconstitute~~Statement and the ~~Sterling~~Plan ~~Board~~are ofattached ~~Directors~~as Exhibit 99.1 and ~~make~~99.2, respectively, ~~additions~~and toincorporated ~~senior management~~herein ofby ~~Sterling~~reference.

~~This~~The ~~report~~information isin ~~not~~Item an8.01 ~~offer~~of tothis ~~sell~~report, orincluding the ~~solicitation~~attached ofDisclosure Statement anand ~~offer~~Plan, toshall ~~purchase~~not ~~any securities.~~be ~~The~~deemed ~~Transaction~~“filed” ~~may~~for orpurposes ~~may~~of ~~not~~Section 18 of ~~involve~~ the ~~issuance~~Securities ofExchange ~~Sterling Mining~~Act ~~Company~~of ~~securities~~1934, ~~that~~as ~~have~~amended, ~~not~~or ~~been~~otherwise ~~registered~~subject ~~under~~to the ~~Securities Act~~ liabilities of ~~1933~~that inSection, ~~reliance~~nor onshall ~~exemptions~~it ~~from~~be ~~such~~deemed ~~registration~~incorporated ~~requirements,~~by ~~and~~reference into any ~~such~~ ~~securities~~filing ~~may~~under ~~not~~the beSecurities ~~offered~~Act orof ~~sold~~1933, inas ~~the~~amended, ~~United~~except ~~States absent~~as ~~registration~~expressly orset anforth ~~exemption~~by ~~from~~specific ~~applicable~~reference ~~registration requirements~~in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description

99.1		Plan of Reorganization

99.2		Disclosure Statement

Exhibits: The following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

SEC Ref. No		Description of Document
99.01		Alberta Star Press Release dated November 2, 2009

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STERLING MINING COMPANY
Dated: November 6, 2009	By:	:/s/ Roger A. Van Voorhees
Dated: December 4, 2009	By:	:/s/ Roger A. Van Voorhees
		Roger A. Van Voorhees
		President/Chief Executive Officer

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