P.O. Box 1118 • 1200 American Flat Road • Virginia City, NV 89440 Direct (775) 848-5310 • Facsimile (775) 847-4762  Page 1 of 22   CODE OF CONDUCT AND ETHICS  “The Company and each of its directors, officers and employees are expected to comply with all laws that apply to the Company, its personnel and its and their activities, both in letter and spirit, to adhere to the highest standards of ethical conduct and to avoid even the appearance of improper conduct.”  This fundamental principle governs all of our activities. Ethical conduct and business success are inseparable, and no important business objective can be achieved without following this fundamental principle. This Code is intended to help implement this fundamental principle and enable better ethical decision processes.  This fundamental principle applies to and must be observed by our parent company, Comstock Mining Inc. (“Comstock”) and its subsidiaries and controlled affiliates and related parties (together with “Comstock”, the “Company”), and the directors, officers and employees (including all senior or management personnel and all financial or investor relations personnel) of the Company (collectively, our “personnel,” “we,” “us” and similar words).  This Code should be provided to our agents, representatives and consultants, and they should be asked to follow the principles and standards set out herein.  This Code covers a wide range of business activities and is supplemented by Company policies and procedures covering specific functions and activities that should be read in conjunction with this Code. Of course, neither this Code nor those policies and procedures cover every situation that may arise. Rather, they set out principles and standards to guide us.  If a law (which term includes governmental, regulatory and judicial regulations, rules and orders) conflicts with this Code or Company policies or procedures, you must of course comply with the law. If a local custom or practice conflicts with this Code or Company policies or procedures, however, you must comply with this Code and Company policies and procedures. Regardless of whether a situation is covered by the law, this Code or a Company policy or procedure, you must at all times conduct yourself in accordance with the fundamental principle set forth above.  Most importantly, if you have a question or need an interpretation of this Code or Company policies or procedures or if you are in doubt as to the best course of action in a particular situation, ask for help. In addition, if you believe that the current or likely future conduct of any other director, officer or employee or any Company agent, representative or consultant violates or could reasonably be expected to violate this fundamental principle, this Code or Company policies or procedures or could reasonably be expected to expose the Company or any of us to legal problems, it is your duty to notify the appropriate Company authority. Talk with your manager, a member of Comstock’s Audit and Finance Committee or counsel for the Company. When questions arise relating to Comstock’s internal accounting controls or other auditing or accounting matters, you also may talk with the Company’s principal financial officer or any member of Comstock’s Audit and Finance Committee. You also may anonymously submit to Comstock’s Audit and Finance Committee any concerns you have
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