ASM: TSX/NYSE American Avino Silver & Gold Mines Ltd. T (604) 682 3701
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 www.avino.com
November 21, 2019
AVINO NEGOTIATES SALE OF BRALORNE GOLD MINES LTD.
TO TALISKER RESOURCES LTD.
Avino Silver & Gold Mines Ltd. (ASM: TSX/NYSE American, GV6: FSE), (“Avino” or “the Company”) is pleased to announce
that it has entered into a definitive agreement with Talisker Resources Ltd. (“ Talisker”) for the sale of all of the issued and
outstanding shares of Bralorne Gold Mines Ltd. (“ Bralorne”) to Talisker (the “ Transaction”) on the closing date of the
Transaction (the “Closing Date”), for:
(i) A cash consideration of C$8.7 million;
(ii) The issuance of common shares equal to 9.9% of the outstanding common shares of Talisker pro forma for
the completion of the Transaction following any required equity financing;
(iii) The issuance of warrants equal to 50% of the number of shares issued in the above, exercisable at $0.25
per share for a period of three years after the Closing Date;
(iv) A cash payment of US$2.5 million, upon the commencement of commercial production at the Bralorne
Mine and
(v) The transfer of all future restoration and reclamation obligation liabilities to Talisker.
David Wolfin, President and Chief Executive Officer of Avino commented, “We are pleased to announce th is agreement with
Talisker to transfer Avino’s ownership of Bralorne while retaining material economic exposure to t he project through a
significant equity investment in Talisker and the contingent cash payment payable upon the commencement of commercial
production. We believe that Bralorne is best suited for a management team with deep exploration expertise and access to
strategic investment capital from partners such as Osisko Gold Royalties (OR: TSX & NYSE) and we look forward to seeing
them advance their exploration strategy at Bralorne as a supportive shareholder. This transaction repositions Avino as a pure-
play silver producer in Mexico and greatly improves our balance sheet and liquidity. We believe that Avino is vastly
undervalued relative to our silver peers based on our silver equivalent production profile, relatively low production costs and
extensive resource base. Now with our improved financial position resulting from this transaction , we can focus our efforts
on creating value in Mexico through exploration and other initiatives. Finally, I would like to thank all our staff and contractors
at Bralorne for their dedication and professionalism over the years”.
The completion of the Transaction is subject to a number of conditions , and is expected to close during Q4 2019.
Cantor Fitzgerald Canada Corporation is acting as Avino’s Financial Advisor and Harper Grey LLP is acting as its legal advisor.
N E W S R E L E A S E
About Avino
Avino is a silver and gold producer with a diversified pipeline of gold, silver and base metals properties in Mexico and Canada
employing close to 350 people. Avino produces from its wholly owned Avino Mine near Durango, Mexico. The Company’s
gold and silver production remains unhedged. The Company’s mission and strategy is to create shareholder value through
its focus on profitable organic growth at the historic Avino Property near Durango, Mexico, and the strategic acquisition of
mineral exploration an d 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 Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995, including, but
are not limited to, the Company’s ability to meet its production guidance, expectations of All-In Sustaining Cash Cost (“AISC”), information on the updated
mineral resource estimate for the Company’s Avino Property located near Durango in west-central Mexico (the “Property”) with an effective date of February
21, 2018, and amended on December 19, 2018, prepa red for the Company, and reference to Measured, Indicated, Inferred Resources referred to in this
press release. These forward-looking statements are made as of the date of this news release and the dates of technical reports, as applicable. Readers 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, intentions 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 guarantee that such future events will occur and are subject to risks, uncertainties, assumptions and other factors
which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements. No assurance can be given
that the Company’s Property does not have the amount of the mineral resources indicated in the updated report or that such mineral resources may be
economically extracted.
Such factors and assumptions include, among others, the effects of general economic cond itions, the price of gold, silver and copper, changing 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. I n 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 achievements expressed or implied by the forward -looking statements. Known
risk factors include risks associated with project development; the need for additional financing; operational risks associate d with mining and mineral
processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on b usiness in foreign countries; environmental liability
claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain of our officers, direc tors or promoters with certain
other projects; the absence of dividends; curr ency 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 that 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
future 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 Regarding Non-GAAP Measures
This news release includes certain terms or performance measures commonly used in the mining industry that are not defined under International Financial
Reporting Standards (“IFRS”), including silver equivalent ounces (AgEq oz) of production. Non -GAAP measures do not have any standardized meaning
prescribed under IFRS and, therefore, they may not be comparable to similar measures reported by other companies. We believe that, in addition to
conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance. The data presented is intended
to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accorda nce with
IFRS. Readers should also refer to our management’s discussion and analysis available under our corporate profile at www.sedar.com or on our website at
www.avino.com.