P.O. Box 1118 • 1200 American Flat Road • Virginia City, NV 89440 Direct (775) 848-5310 • Facsimile (775) 847-4762 Page 1 of 12 CHARTER OF THE AUDIT AND FINANCE COMMITTEE   I. Purpose and Power  The Committee has been established by the Board to assist the Board in discharging and performing the duties and responsibilities of the Board with respect to the financial affairs of Comstock Mining Inc. and its subsidiaries (collectively, the “Company”), including those with respect to: • Financial risks and uncertainties. • Capital structure. • Financial systems. • Financial statements and financial disclosures. • Legal and regulatory compliance. • Auditors, including audit and non-audit services performed by them. • Internal audits and internal audit function. • Communication with and among the auditors, management, internal auditors, counsel, employees, the Committee and the Board.  Except as otherwise provided in the Certificate of Incorporation or By-Laws of the Company as then in effect, the Committee has the right to exercise any and all power and authority of the Board with respect to matters within the scope of this Charter, subject to the ultimate power and authority of the Board, including the power and authority to authorize:  • The issuance, sale, repurchase, redemption and retirement of capital stock, notes, debentures, bonds, guarantees and other equity and debt securities of any kind;  • The opening and closing (including cash settlement or physically delivery) of derivative positions, the issuance, purchase and sale of derivative instruments and the entry into and termination of derivative contracts, in each case, of any kind;  • The incurrence, guarantee and discharge of indebtedness and credit facilities (including capitalized leases, purchase money obligations, letter of credit arrangements and keep well arrangements) of any kind;  • The pledging of collateral, mortgaging of property and granting of security interests of any kind;
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