Nominating and Corporate Governance Committee Charter

The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of McEwen Mining Inc. (the "Company") is established pursuant to the Company's By-laws and Section 7-108-206 of the Colorado Business Corporation Act. You may view the Nominating and Corporate Governance Committee Charter for more details.

Audit Committee Charter

The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of McEwen Mining Inc., (the "Company") shall be to make such examinations as are necessary to assist the Board with oversight of the corporate financial reporting of the Company and the integrity of the Company's financial statements and the Company's compliance with legal and regulatory requirements function, to outline to the Board improvements made, or to be made, in internal accounting controls, to evaluate the qualifications, independence and performance of the Company's independent auditors and nominate independent auditors based on such evaluations, to prepare an annual report for inclusion in the Company's annual proxy statement or other required filings in accordance with the applicable rules and regulations of the Securities and Exchange Commission ("SEC"), and to provide such additional information and materials as it may deem necessary to make the Board aware of significant financial matters which require the Board's attention. You may view the Audit Committee Charter for more details.

Compensation Committee Charter

The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of McEwen Mining (the "Company") is established pursuant to the Company's By-laws and Section 7-108-206 of the Colorado Business Corporation Act. You may view the Compensation Committee Charter for more details.

Code of Ethics

McEwen Mining Inc. (the "Company") will conduct its business honestly, ethically and fairly with all its constituencies, including employees, shareholders and the public. The Company will maintain a reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of directors, officers and employees ("McEwen Mining Representatives") is in the Company’s best interest. This Code of Business Conduct and Ethics (the "Code") extends to all McEwen Mining Representatives, who are expected to adhere to high standards of personal integrity. Failure to comply with the Code can result in discipline, including termination. You may view the Code of Business Conduct and Ethics for more details.

Internal Audit Charter

The mission of the Internal Audit department is to objectively monitor and report on the health of financial, operational and compliance controls and to deliver value to the audit committee, executives and management in the areas of controls, risk management, and governance, to help the audit committee assess the efficacy of programs and procedures, and to coordinate activities and sharing perspectives with the independent auditor. You may view the Internal Audit Charter for more details.

Communications with Directors

Shareholders and other interested parties may communicate with the full Board of Directors, non-management directors as a group or individual directors, including the presiding director, by submitting such communications in writing to the Corporate Secretary of the Company. Such communication will be delivered directly to the Company’s Board of Directors.

The Company has adopted a process for handling communications addressed to directors. The Corporate Secretary receives and transcribes all telephone calls, reviews all written correspondence, and regularly forwards to the appropriate director or group of directors the communication. If the communication is addressed to the non-management directors or the presiding director, the Secretary will forward to the presiding director a summary of any telephone calls or a copy of any written communication. The chair of the Audit Committee serves as the presiding director for any meeting of the non-management or independent members of our Board of Directors.

Complaints or concerns relating to accounting, internal controls or auditing matters are promptly brought to the attention of the chair of the Audit Committee of the company. Shareholders and other parties are reminded of our Anonymous Reporting Hotline (see below).

Corporate Governance Guidelines

The following Corporate Governance Guidelines (the "Guidelines") of McEwen Mining Inc. (the “Company”) are reflective of the principles, policies, and practices in respect of the Company’s Articles of Incorporation and Bylaws, the laws of the State of Colorado, and rules adopted by the Securities and Exchange Commission.

Anonymous Reporting Hotline Information

We encourage all stakeholders to openly share any issues or concerns with management. More specifically, McEwen Mining is committed to complying with section 301(4) of the Sarbanes-Oxley Act of 2002 by providing a confidential reporting system for our employees to utilize to submit a complaint regarding improper accounting, internal controls, auditing or otherwise. To this end, we decided to establish a system to enhance communication within McEwen Mining Inc., and provide you with a means to anonymously communicate your knowledge of any possible unethical behavior in these areas. This communication system is hosted by a third-party company called EthicsPoint. To share your issues/concerns, please go to http://mcewenmining.ethicspoint.com/ or call 1-866-420-4208. You may view the Anonymous Reporting Hotline here.