Avino Announces US Atm Offering of up to US$8.0 Million
ASM: TSX/NYSE American
Avino Silver & Gold Mines Ltd. T (604) 682 3701
Suite 900-570 Granville Street F (604) 682 3600
Vancouver, BC V6C 3P1 avino.com
December 28, 2018
AVINO ANNOUNCES US ATM OFFERING OF UP TO US$8.0 MILLION
Avino Silver & Gold Mines Ltd. (ASM: TSX/NYSE American; GV6: FSE; “Avino” or the “Company”) announces
that it has filed a new short form base shelf prospectus dated December 21, 2018 (the “Base Shelf Prospectus”)
in Canada, pursuant to which Avino may distribute common shares (the “ Offered Shares”) from time to time
through Cantor Fitzgerald & Co. (the “ Agent”), as agent or as principal, pursuant to an amended and restated
sales agreement currently in effect with the Agent for the distribution of the Offered Shares in the United States
up to the aggregate sales amount of US$8.0 mil lion (the “Maximum Amount”), in accordance with the terms of
the Sales Agreement (the “ Offering”). The Offering is being made in the United States under the terms of a
registration statement on Form F-3 (SEC File No. 333-226963) (the “Registration Statement”) filed and effective
with the United States Securities and Exchange Commission (the “ SEC”), and a prospectus supplement dated
December 28, 2018 (the “ Prospectus Supplement ”) filed in each Province of Canada, except Quebec, to the
Base Shelf Prospectus; the Registration Statement, Prospectus Supplement and Base Shelf Prospectus being
collectively, the “Prospectus”).
Sales of Offered Shares under the Prospectus will be made in transactions that are deemed to be “at-the-market
distributions” as defined in National Instrument 44 -102, Shelf Distributions (“NI 44-102”), including sales made
directly on the NYSE American. The Offered Shares will be distributed at the market prices prevailing at the time
of sale. As a result, prices may vary as between purchasers and during the period of distribution. The period of
distribution will be until the Maximum Amount has been ach ieved, unless terminated earlier under the terms of
the Sales Agreement.
The Company has agreed to pay the Agent a cash commission equal to 3.0% of the gross proceeds of the
Offering.
The Prospectus Supplement relating to the Offering, together with the B ase Shelf Prospectus and the
Registration Statement (collectively, the “ Offering Documents”) will be filed with the securities commissions in
all of the Provinces of Canada, except Quebec, and the Registration Statement previously filed with the SEC. The
Offering Documents will contain important detailed information about the securities being offered. Before you
invest, you should read the Offering Documents and the other documents the Company has filed for more
complete information about the Company and the Offering. Copies of the Sales Agreement and the Offering
Documents will be available for free by visiting the Company’s profiles on the SEDAR website maintained by the
Canadian Securities Administrators at www.sedar.com or the SEC’s website at www.sec.gov, as applicable.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will
there be any sale of the securitie s in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such jurisdiction.
N E W S R E L E A S E
Avino Silver & Gold Mines Ltd. – December 28, 2018
Avino Announces US ATM Offering of Up to US$8.0 Million
Page 2
About Avino:
Avino is a silver and gold producer with a diversified portfolio of gold, silver and base metals properties in
Mexico and Canada employing approximately 500 people. Avino produces from its wholly owned Avino and San
Gonzalo Mines near Durango, Mexico, and is currently evaluating the potential economics of possible future
production at the Bralorne Gold Mine in British Columbia, Canada. The Company’s gold and silver production
remains unhedged. The Company’s mission and strategy is to create shareholder val ue through its focus on
profitable organic growth at the historic Avino Property near Durango, Mexico, and the strategic acquisition of
mineral exploration and mining properties. We are committed to managing all business 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”
________________________________
David Wolfin
President & CEO
Avino Silver & Gold Mines Ltd.
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 laws and the United States Private Securities Litig ation Reform
Act of 1995, including our belief as to the expected closing of the Offering and the use of proceeds from the Offering. These forward-
looking statements are made as of the date of this news release and the dates of technical reports, as applicable. R eaders are cautioned
not to place undue reliance on forward -looking statements, as there can be no assurance that the future circumstances, outcomes or
results anticipated in or implied by such forward -looking statements will occur or that plans, intention s or expectations upon which the
forward-looking statements are based will occur. While we have based these forward -looking statements on our expectations about
future events as at the date that such statements were prepared, the statements are not a guara ntee that such future events will occur
and are subject to risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materia lly from
those expressed or implied by such forward-looking statements.
Such factors and a ssumptions include, among others, our ability to satisfy the conditions to closing of the Offering and to use the
proceeds from the Offering as expected, the effects of general economic conditions, the price of gold, silver and copper, cha nging foreign
exchange rates and actions by government authorities, uncertainties associated with legal proceedings and negotiations and
misjudgments in the course of preparing forward-looking information. In addition, there are known and unknown risk factors which could
cause our actual results, performance or achievements to differ materially from any future results, performance or achievement s
expressed or implied by the forward -looking statements. Known risk factors include risks associated with project development; the need
for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; titl e matters;
uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and i nsurance; reliance on key
personnel; the potential for conflicts of interest among certain of our officers, directors or promoters of with certain othe r projects; the
absence of dividends; currency fluctuations; competition; dilution; the volatility of the our common share price and volume; tax
consequences to U.S. investors; and other risks and uncertainties. Although we have attempted to identify important factors t hat could
cause actual actions, events or results to differ materially from those described in forward -looking statements, there may be other
factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-
looking statements will prove to be accurate, as actual results and fut ure events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on forward -looking statements. We are under no obligation to update
or alter any forward-looking statements except as required under applicable securities laws.
Cautionary Note to United States Investors - The information contained herein and incorporated by reference herein has been prepared
in accordance with the requirements of Canadian securities laws, which differ from the 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") discl osure
standards normally do not permit the inclusion of information concerning " measured mineral resources", "indicated mineral resources"
or "inferred mineral resources" or other descriptions of the amount of mineralization in mineral deposits that do not constit ute
"reserves" by SEC standards, unless such information is required to be disclosed by the law of the Company's jurisdiction of incorporation
or of a jurisdiction in which its securities are traded. U.S. investors should also understand that "inferred mineral resourc es" have a great
amount of uncertainty as to their existence and great 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 minerali zation that
does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit measures.