Avino Silver & Gold Mines Ltd. (ASM: TSX.V, ASM:NYSE–MKT: ASM; “Avino” or the “Company”) announces it has entered intoa sales agreement dated August 4, 2017 (the “Sales Agreement”) withCantor Fitzgerald & Co. (the “Agent”), pursuant to which Avinomay distribute common shares (the “Offered Shares”) from time totime through the Agent, as agent or as principal, for the distribution of theOffered Shares in the United States up to the aggregate sales amount of US$25million (the “Maximum Amount”), in accordance with the terms of theSales Agreement (the “Offering”). The Offering is being made in theUnited States under the terms of a registration statement on Form F-10 (SECFile No. 333-214396) (the “Registration Statement”) filed andeffective with the United States Securities and Exchange Commission (the“SEC”), and a prospectus supplement dated August 4, 2017 (the “ProspectusSupplement”) filed in each Province of Canada, except Quebec, to the baseshelf prospectus dated November 10, 2016 (the “Base Shelf Prospectus”;the Registration Statement, Prospectus Supplement and Base Shelf Prospectusbeing collectively, the “Prospectus”).
Sales of Offered Shares under the Prospectus will be made in transactions thatare deemed to be “at-the-market distributions” as defined in NationalInstrument 44-102, Shelf Distributions (“NI 44-102”), including salesmade directly on the NYSE-MKT. The Offered Shares will be distributed at themarket prices prevailing at the time of sale. As a result, prices may vary asbetween purchasers and during the period of distribution. The period of distributionwill be the earlier of (i) the date of distribution of the Maximum Amount, and(ii) December 10, 2018.
The Company has agreed to pay the Agent a cash commission equal to 3.0% of thegross proceeds of the Offering.
The Prospectus Supplement relating to the Offering, together with the BaseShelf Prospectus and the Registration Statement (collectively, the “OfferingDocuments”) will be filed with the securities commissions in all of theProvinces of Canada, except Quebec, and with the SEC. The Offering Documentswill contain important detailed information about the securities being offered.Before you invest, you should read the Offering Documents and the otherdocuments the Company has filed for more complete information about the Companyand the Offering. Copies of the Sales Agreement and the Offering Documents willbe available for free by visiting the Company’s profiles on the SEDAR websitemaintained by the Canadian Securities Administrators at www.sedar.com orthe SEC’s website at www.sec.gov,as applicable.
This press release does not constitute an offer to sell or the solicitation ofan offer to buy securities, nor will there be any sale of the securities in anyjurisdiction in which such offer, solicitation or sale would be unlawful priorto the registration or qualification under the securities laws of any suchjurisdiction.
About Avino:
Avino is a silver and gold producer with a diversified pipeline of gold, silverand base metals properties in Mexico and Canada employing approximately 500people. Avino produces from its wholly owned Avino and San Gonzalo Mines nearDurango, Mexico, and is currently planning for future production at theBralorne Gold Mine in British Columbia, Canada. The Company’s gold and silverproduction remains unhedged. The Company’s mission and strategy is to createshareholder value through its focus on profitable organic growth at thehistoric Avino Property near Durango, Mexico, and the strategic acquisition ofmineral exploration and mining properties. We are committed to managing allbusiness activities in an environmentally responsible and cost-effective manner,while contributing to the well-being of the communities in which we operate.
ON BEHALF OF THE BOARD
________________________________
David Wolfin
President & Chief Executive Officer
Safe Harbor Statement - This news release contains“forward-looking information” and “forward-looking statements” (together, the“forward looking statements”) within the meaning of applicable securities lawsand the United States Private Securities Litigation Reform Act of 1995,including our belief as to the expected closing of the Offering and the use ofproceeds from the Offering. These forward-looking statements are made as of thedate of this news release and the dates of technical reports, as applicable.Readers are cautioned not to place undue reliance on forward-lookingstatements, as there can be no assurance that the future circumstances,outcomes or results anticipated in or implied by such forward-lookingstatements will occur or that plans, intentions or expectations upon which theforward-looking statements are based will occur. While we have based theseforward-looking statements on our expectations about future events as at thedate that such statements were prepared, the statements are not a guaranteethat such future events will occur and are subject to risks, uncertainties,assumptions and other factors which could cause events or outcomes to differmaterially from those expressed or implied by such forward-looking statements.
Such factors and assumptions include, among others, ourability to satisfy the conditions to closing of the Offering and to use theproceeds from the Offering as expected, the effects of general economicconditions, the price of gold, silver and copper, changing foreign exchangerates and actions by government authorities, uncertainties associated withlegal proceedings and negotiations and misjudgments in the course of preparingforward-looking information. In addition, there are known and unknown risk factorswhich could cause our actual results, performance or achievements to differmaterially from any future results, performance or achievements expressed orimplied by the forward-looking statements. Known risk factors include risksassociated with project development; the need for additional financing;operational risks associated with mining and mineral processing; fluctuationsin metal prices; title matters; uncertainties and risks related to carrying onbusiness in foreign countries; environmental liability claims and insurance;reliance on key personnel; the potential for conflicts of interest amongcertain of our officers, directors or promoters of with certain other projects;the absence of dividends; currency fluctuations; competition; dilution; thevolatility of the our common share price and volume; tax consequences to U.S.investors; and other risks and uncertainties. Although we have attempted toidentify important factors that could cause actual actions, events or resultsto differ materially from those described in forward-looking statements, theremay be other factors that cause actions, events or results not to be asanticipated, 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 informationcontained herein and incorporated by reference herein has been prepared inaccordance with the requirements of Canadian securities laws, which differ fromthe requirements of United States securities laws. In particular, the term “resource”does not equate to the term “reserve”. The Securities Exchange Commission’s(the “SEC”) disclosure standards normally do not permit the inclusion ofinformation concerning “measured mineral resources”, “indicated mineralresources” or “inferred mineral resources” or other descriptions of the amountof mineralization 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.