Avino Silver & Gold Mines Ltd. (ASM: TSX.V, ASM: NYSE- MKT; the “Company” or “Avino”): The Company announces that its Board ofDirectors has approved and adopted a Shareholder Rights Plan (the “Plan”). ThePlan entitles shareholders to severable rights to purchase additional shares ofthe Company upon the occurrence of a take-over bid (i.e. an offer to purchase20% or more of the issued shares, when aggregated with the offeror’sshareholdings), which fails to meet certain conditions. Bids which meet theseconditions (“Permitted Bids”) do not trigger the rights to purchase additionalshares. Permitted Bids are offers which meet all of the following conditions:
1. The offer is made to all shareholders and includes shares issuable uponexercise of share purchase warrants, stock options and other convertiblesecurities;
2. The offer must contain an irrevocable and unqualified provision that noshares will be taken up or paid for prior to the close of business on a dateless than 60 days following the date of the Bid, and only if at such date morethan 50% of the shares held by independent shareholders have been deposited ortendered and not withdrawn;
3. The offer must contain an irrevocable and unqualified provision that anyshare deposited may be withdrawn at any time until being taken up and paid for;and
4. The offer must contain an irrevocable and unqualified provision that if thedeposit conditions set out in item 2 above are met, then the offeror will makea public announcement of that fact, and the bid will remain open for depositsor tenders of additional shares for not less than 10 business days from thedate of the public announcement.
The Plan is designed to ensure that all shareholders are treated fairly andequitably in the event of a take-over bid.
The Plan is subject to the acceptance of regulatory authorities, ratificationby the shareholders of the Company, and the acceptance of the rights agent.
About Avino
Founded in 1968, Avino’s mission is to create shareholder value throughprofitable organic growth at the historic Avino property near Durango, Mexico.We are committed to managing all business activities in an environmentallyresponsible and cost-effective manner while contributing to the well-being ofthe community in which we operate.
Avino’s key goal is to become a significant low-cost primary silver producerwith specific objectives to: 1) expand resources and reserves, 2) increase themine’s output, and 3) identify, explore and develop new targets on theproperty.
ON BEHALF OF THE BOARD
“David Wolfin”
________________________________
David Wolfin
President & CEO
Safe Harbor Statement - This news release contains “forward-lookinginformation” and “forward-looking statements” (together, the “forward lookingstatements”) within the meaning of applicable securities laws and the UnitedStates Private Securities Litigation Reform Act of 1995, including our beliefas to the extent and timing of various studies including the PEA, andexploration results, the potential tonnage, grades and content of deposits, timingand establishment and extent of resources estimates. These forward-lookingstatements are made as of the date of this news release and the dates oftechnical reports, as applicable. Readers are cautioned not to place unduereliance on forward-looking statements, as there can be no assurance that thefuture circumstances, outcomes or results anticipated in or implied by suchforward-looking statements will occur or that plans, intentions or expectationsupon which the forward-looking statements are based will occur. While we havebased these forward-looking statements on our expectations about future eventsas at the date that such statements were prepared, the statements are not aguarantee that such future events will occur and are subject to risks,uncertainties, assumptions and other factors which could cause events oroutcomes to differ materially from those expressed or implied by suchforward-looking statements.
Such factors and assumptions include, among others, the effects of generaleconomic conditions, the price of gold, silver and copper, changing foreignexchange rates and actions by government authorities, uncertainties associatedwith legal proceedings and negotiations and misjudgments in the course ofpreparing forward-looking information. In addition, there are known and unknownrisk factors which could cause our actual results, performance or achievementsto differ materially from any future results, performance or achievementsexpressed or implied by the forward-looking statements. Known risk factorsinclude risks associated with project development; the need for additionalfinancing; operational risks associated with mining and mineral processing;fluctuations in metal prices; title matters; uncertainties and risks related tocarrying on business in foreign countries; environmental liability claims andinsurance; reliance on key personnel; the potential for conflicts of interestamong certain of our officers, directors or promoters of with certain otherprojects; the absence of dividends; currency fluctuations; competition;dilution; the volatility of the our common share price and volume; taxconsequences to U.S. investors; and other risks and uncertainties. Although wehave attempted to identify important factors that could cause actual actions,events or results to differ materially from those described in forward-lookingstatements, there may be other factors that cause actions, events or resultsnot to be as anticipated, estimated or intended. There can be no assurance thatforward-looking statements will prove to be accurate, as actual results andfuture events could differ materially from those anticipated in suchstatements. Accordingly, readers should not place undue reliance onforward-looking statements. We are under no obligation to update or alter anyforward-looking statements except as required under applicable securities laws.
Cautionary Note to United States Investors - The information contained hereinand incorporated by reference herein has been prepared in accordance with therequirements of Canadian securities laws, which differ from the requirements ofUnited States securities laws. In particular, the term “resource” does notequate to the term “reserve”. The Securities Exchange Commission’s (the “SEC”)disclosure standards normally do not permit the inclusion of informationconcerning “measured mineral resources”, “indicated mineral resources” or“inferred mineral resources” or other descriptions of the amount ofmineralization in mineral deposits that do not constitute “reserves” by SECstandards, unless such information is required to be disclosed by the law ofthe Company’s jurisdiction of incorporation or of a jurisdiction in which itssecurities are traded. U.S. investors should also understand that “inferredmineral resources” have a great amount of uncertainty as to their existence andgreat uncertainty as to their economic and legal feasibility. Disclosure of“contained ounces” is permitted disclosure under Canadian regulations; however,the SEC normally only permits issuers to report mineralization that does notconstitute “reserves” by SEC standards as in place tonnage and grade withoutreference to unit measures.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that termis defined in the policies of the TSX Venture Exchange) accepts responsibilityfor the adequacy or accuracy of this release.