P.O. Box 1118 • 1200 American Flat Road • Virginia City, NV 89440 Direct (775) 848-5310 • Facsimile (775) 847-4762    Page 2 of 11           CORPORATE GOVERNANCE GUIDELINES  I . Purpose and Power  The business and affairs of Comstock Mining Inc. (the “Company”) shall be managed by or under the direction of the Board.  The directors shall act only as a board, and the individual directors shall have no power as such.  Except as otherwise provided in the Certificate of Incorporation or the By-Laws, the Board may exercise any and all of the authority and power that are not by Nevada Corporations Statutes (the “Law”), the Certificate of Incorporation or the By-Laws required to be exercised by the stockholders.  If corporate governance guidelines are required under the rules of the primary trading market or securities exchange on which the Company’s securities are then traded, if any (any such market or exchange being referred to as the “Listing Entity”), then these Guidelines are intended to comply with such requirements.  I I . Composition  The Board shall be comprised of that number of directors (but not less than 3 nor more than 9) as shall be determined from time to time by the Board. It is the sense of the Board that 5 to 7 directors is the right size for the Board, but that a slightly larger size may be justifiable in order to accommodate the availability of an outstanding candidate.  A majority of the directors shall be independent directors within the meaning of the rules of the Listing Entity. A copy of those rules is attached to the charter of the Nominating and Governance Committee.  Each director shall serve until the next annual meeting of stockholders or the earlier of the election of his or her successor as a director or his or her death, resignation or removal.  It is the sense of the Board that term limits should not be established. While term limits provide the advantage of creating a structural mechanism to facilitate challenging existing and creating new viewpoints, they create the disadvantage of losing the contributions of directors who have been able to develop, over a period of time, increasing insight into the Company and its businesses, operations, opportunities and risks. It is expected that the Nominating and Governance Committee will review annually the continuation of the membership of each director on the Board. In addition, it is expected that the Nominating and Governance Committee will ask each director annually to confirm his or her desire to continue as a member of the Board.  Unless a Chairman of the Board is designated by the stockholders, the Chairman of the Board shall be designated by the Board at the annual organizational meeting of the Board or at
Page 2 >