Avino Announces US ATM Offering of up to US$25 Million
NYSE-MKT: ASM
TSX-V: ASM
FSE: GV6
August 4, 2017
Avino Announces US ATM Offering of up to US$25 Million
Avino Silver & Gold Mines Ltd. (ASM: TSX.V, ASM: NYSE –MKT: ASM; “Avino” or the “Company”)
announces it has entered into a sales agreement dated August 4, 2017 (the " Sales Agreement") with
Cantor Fitzgerald & Co. (the “ Agent”), pursuant to which Avino may distribute common shares (the
“Offered Shares”) from time to time through the Agent, as agent or as principal, for the distribution of
the Offered Shares in the United States up to the aggregate sales amount of US$25 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 -10
(SEC File No. 333 -214396) (the “ Registration Statement ”) filed and effective with the United States
Securities and Exchange Commission (the “ SEC”), and a prospectus supplement dated August 4, 2017
(the “ Prospectus Supplement ”) filed in each Province of Canada, except Quebec, to the base shelf
prospectus dated November 10, 2016 (the “ Base Shelf Prospectus ”; the Registration Statement,
Prospectus Supplement and Base Shelf Prospectus being collectively, the “Prospectus”).
Sales of Offered Shares under the Prospect us 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 -MKT. The Offered Shares will be distributed at the m arket
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 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 the gross proceeds of the
Offering.
The Prospectus Supplement relating to the Offering, together with the Base Shelf Prospectus and the
Registration Statement (collectiv ely, the “ Offering Documents ”) will be filed with the securities
commissions in all of the Provinces of Canada, except Quebec, and 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 visi ting 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.
AVINO SILVER &
GOLD MINES LTD.
T 604.682.3701 Suite 900, 570 Granville Street [email protected]
F 604.682.3600 Vancouver, BC V6C 3P1 www.avino.com
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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 approximately 500 people. Avino produces from its wholly owned Avino
and San Gonzalo Mines near Durango, Mexico, and is currently planning for future production at the
Bralorne Gold Mine in British Columbia, Canada. The Company’s gold and silver productio n 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 and mining proper ties. 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 Litigat ion 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, inte ntions 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 foreig n exchange rates and
actions by government authorities, uncertainties associated with legal proceedings and negotiations and misjudgments in the c ourse of
preparing forward -looking information. In addition, there are known and unknown risk factors which co uld 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
associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business
in foreign countries; 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 risks and uncertainties. Although we h ave
attempted to identify important factors that could cause actual actions, events or results to differ materially from those de scribed in forward-
looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or i ntended. There can
be no assurance that forward -looking statements will prove to be accurate, as actual results an d 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 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 fro m 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 concern ing "measured mineral resources", "indicated mineral resources" or "inferred
mineral resources" or other descriptions of the amount of mineralization in mineral deposits that do not constitute "reserves " by SEC
standards, unless such information is require d 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 resources" 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 disclos ure under
Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute "r eserves" by SEC
standards as in place tonnage and grade without reference to unit measures.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.