Avino Silver and Gold Mines Ltd. (ASM: TSX.V, ASM: NYSE -MKT; “Avino” or “the Company”) is pleased to announce that by a sharepurchase agreement dated June 25, 2014, it has agreed to privately acquire9,500,000 common shares (the “Shares”) of Bralorne Gold Mines Ltd. (“Bralorne”)for a purchase price of CAD$0.28 per share (CAD$2.66 million in total),representing approximately 33.3% of Bralorne’s total issued and outstandingshares (the “Proposed Transaction”). The Proposed Transaction will proceed byway of an exempt take-over bid, after the vendor provides the requiredstatutory 7 days’ notice of intent to distribute securities of Bralorne. Otherthan 179,149 common shares of Bralorne previously held by Avino (the “PriorHoldings”), neither Avino, nor any other persons acting jointly or in concertwith Avino, previously held any other securities of Bralorne. Accordingly,Avino will own upon completion of the Proposed Transaction, a total of9,679,149 common shares of Bralorne, representing approximately 34% of thetotal issued and outstanding shares of Bralorne.
Avino intends to hold the Shares and the Prior Holdings for investmentpurposes. Depending upon market conditions and other factors, Avino may fromtime to time acquire additional securities of Bralorne, dispose of some or allof the existing or additional securities it holds in Bralorne, or will hold orcontinue to hold its current position. The closing of the purchase and sale issubject to the acceptance of the TSX Venture Exchange, and is expected to occuron or before July 10, 2014. Upon completion of the Proposed Transaction, Avinowill file an Early Warning Report containing further details of the acquisitionon SEDAR (www.sedar.com)under Bralorne’s profile.
Appointment of Special Committee
The board of directors of Avino has appointed an independent special committeeto review, negotiate and recommend the approval of the Proposed Transaction tothe board of Avino. Avino and Bralorne have two directors in common, DavidWolfin and Gary Robertson, and Jasman Yee, a director of Avino, has performedconsulting services for Bralorne in the past. David Wolfin is also a directorand officer of Oniva International Services Corp., a private resourcemanagement company which provides administrative and other services andfacilities to Avino and Bralorne, among other companies. The special committeeof Avino is comprised of Andrew Kaplan and Michael Baybak. The specialcommittee has recommended the Proposed Transaction for approval by the board ofdirectors of Avino, based upon among other factors their review of thefinancial position, operations, and exploration potential of Bralorne, and uponthe recommendations of its financial advisor Cantor Fitzgerald CanadaCorporation.
About Bralorne
Bralorne is a Canadian junior mining and exploration company, whose currentproject is a 100% interest in the Bralorne Gold Mine, located 241 kilometresnorth east of Vancouver, British Columbia. The Bralorne mining camp has agolden history with past production of 4 million ounces of gold from threemines (Bralorne, Pioneer and King) that fed two mills with a combined capacityof 875 tons per day with gold grades that averaged half an ounce per ton until1971. Historically, the focus was on mining high grade material delineated bydriving drifts on the veins at successively lower levels in the mines. Minimalexploration work was conducted beyond the known veins, and the areas betweenthe historical mines were left undeveloped. Under Bralorne’s management, newmill facilities have been developed, permitted, and are fully operational, andnew discoveries have been made within the gap areas between the old mines,using geochemical surveys followed by diamond drilling. On November 21, 2012,Bralorne filed on SEDAR a preliminary economic assessment report on theBralorne Mine property prepared by Beacon Hill Consultants (1988) Ltd., whichreported as at August 31, 2012 measured and indicated mineral resources of170,583 ton grading 0.266 oz gold/ton, and inferred mineral resources of272,089 tons grading 0.256 oz gold/ton (mineral resources are not mineralreserves and do not have demonstrated economic viability).
In 2011, Bralorne began limited production at 100 tons per day and hassustained the operation since that time. Despite the limited production, themine property is still considered in the exploration and evaluation stage.During fiscal year 2013, Bralorne produced an estimated 3,842 ounces of gold.
For more information, please feel free to visit Bralorne’s website at:www.bralorne.com.
Avino
Founded in 1968, Avino’s mission is to create shareholder value throughprofitable organic growth at the historic Avino property near Durango, Mexico,and the strategic acquisition of mineral exploration and mining properties. Weare committed to managing all business activities in an environmentallyresponsible and cost-effective manner, while contributing to the well-being ofthe communities in which we operate.
ON BEHALF OF THE BOARD
“Malcolm Davidson”
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Malcolm Davidson, CA
Chief Financial Officer
Safe Harbor Statement - This news release may contain “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 and exploration results, thepotential tonnage, grades and content of deposits, timing and establishment andextent of resources estimates. These forward-looking statements are made as ofthe date of this news release and the dates of technical reports, asapplicable. Readers are cautioned not to place undue reliance onforward-looking statements, as there can be no assurance that the futurecircumstances, 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 or outcomesto differ materially from those expressed or implied by such forward-lookingstatements.
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.