On February 8, 2012, Comstock Mining Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") between the Company and Global Hunter Securities, LLC, as representative of the several underwriters listed in Schedule A thereto (the "Underwriters"), pursuant to which the Company agreed to sell 7,894,737 shares of the Company's common stock (the "Shares") to the Underwriters at a public offering price of $1.90 per share, less an underwriting discount of $0.1172 per share. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties. The foregoing description of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is incorporated herein by reference and is attached hereto as Exhibit 1.1. The offering of the Shares was closed on February 10, 2012.

Copies of the Company's press releases announcing the pricing and closing of the offering of the Shares are attached to this report as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The opinion of McDonald Carano Wilson LLP regarding the validity of the Shares is attached hereto as Exhibit 5.1.

d) Exhibits.

1.1     Underwriting Agreement dated as of February 8, 2012, between Comstock
        Mining Inc. and Global Hunter Securities, LLC, as representative of the
        several underwriters listed in Schedule A thereto.

5.1     Opinion of McDonald Carano Wilson LLP regarding the validity of the
        Shares.

99.1    Press release dated February 8, 2012 announcing pricing of offering.

99.2    Press release dated February 10, 2012 announcing closing of offering.