Avino Announces US ATM Share Offering of up to US$25.0 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 www.avino.com
January 29, 2021
Avino Announces US ATM Share Offering of up to US$25.0 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 January 25, 2021 (the “ Base Shelf Prospectus ”) and prospectus
supplement dated January 27, 2021 (the “ Prospectus Supplement ”) in Canada, pursuant to which Avino may distribute
common shares (the “Offered Shares”) from time to time pursuant to a sales agreement dated January 13, 2021 (the “Sales
Agreement”) with Cantor Fitzgerald & Co. (the “Designated Agent”), H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC,
and A.G.P./Alliance Global Partners (collectively, with the Designated Agent, the “ Agents”), as agents or as principals, for
the distribution of the Offered Shares in the United States up to the aggregate sales amount of US$25.0 million (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 -252081) (the “ Registration
Statement”) filed with, and declared effective on January 29, 2021 by, the Securities and Exchange Commission (the “SEC”)
in the United States, and the Base Shelf Prospectus and Prospectus Supplement filed in each Province of Canada, except
Quebec; the Registration Statement, Base Shelf Prospectus a nd Prospectus Supplement being collectively, the
“Prospectus”).
The sales of the Offered Shares will be made directly on the NYSE American , and will be deemed s ales of Offered Shares
under the Prospectus in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument
44-102, Shelf Distributions (“NI 44-102”). 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 achieved, unless terminated earlier under the terms of the Sales Agreement.
The Company has agreed to pay the Agents a cash commission up to 3.0% of the gross proceeds of the Offering.
The Prospectus Supplement relating to the Offering, together with the Base 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 securities 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.
About Avino:
Avino is primarily a silver producer with a diversified pipe line of silver, gold, and base metal properties in Mexico. Avino
produces from its wholly owned Avino Mine near Durango, Mexico. The Company’s silver and gold 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 and the strategic acquisition of mineral exploration and mining properties. We are committed
to managing all business activities in a safe, environmentally responsible and cost -effective manner, while contributing to
the well-being of the communities in which we operate.
N E W S R E L E A S E
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 Litigation 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. 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.
Such factors and assumptions 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, 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. 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 achievements expressed or implied by the forward -looking statements. Known risk factors include risks a ssociated with project
development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters;
uncertainties and risks related to carrying on business in foreign countrie s; environmental liability claims and insurance; reliance on key personnel; the
potential for conflicts of interest among certain of our officers, directors or promoters of with certain other 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 risk s 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.