Avino Proposes to Acquire Common Shares of Bralorne Gold Mines Ltd.
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jun 26, 2014) -
Avino Silver & Gold Mines Ltd.
(TSX-VENTURE:ASM)(NYSEMKT:ASM)(FRANKFURT:GV6) ("Avino" or "the
Company") is pleased to announce that by a share purchase agreement
dated June 25, 2014, it has agreed to privately acquire 9,500,000
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 outstanding shares (the "Proposed Transaction").
The Proposed Transaction will proceed by way of an exempt take-over
bid, after the vendor provides the required statutory 7 days'
notice of intent to distribute securities of Bralorne. Other than
179,149 common shares of Bralorne previously held by Avino (the
"Prior Holdings"), neither Avino, nor any other persons acting
jointly or in concert with Avino, previously held any other
securities of Bralorne. Accordingly, Avino will own upon completion
of the Proposed Transaction, a total of 9,679,149 common shares of
Bralorne, representing approximately 34% of the total issued and
outstanding shares of Bralorne.
Avino intends to hold the Shares and the Prior Holdings for
investment purposes. Depending upon market conditions and other
factors, Avino may from time to time acquire additional securities
of Bralorne, dispose of some or all of the existing or additional
securities it holds in Bralorne, or will hold or continue to hold
its current position. The closing of the purchase and sale is
subject to the acceptance of the TSX Venture Exchange, and is
expected to occur on or before July 10, 2014. Upon completion of
the Proposed Transaction, Avino will file an Early Warning Report
containing further details of the acquisition on SEDAR
(www.sedar.com) under Bralorne's profile.
Appointment of Special
Committee
The board of directors of Avino has appointed an independent
special committee to review, negotiate and recommend the approval
of the Proposed Transaction to the board of Avino. Avino and
Bralorne have two directors in common, David Wolfin and Gary
Robertson, and Jasman Yee, a director of Avino, has performed
consulting services for Bralorne in the past. David Wolfin is also
a director and officer of Oniva International Services Corp., a
private resource management company which provides administrative
and other services and facilities to Avino and Bralorne, among
other companies. The special committee of Avino is comprised of
Andrew Kaplan and Michael Baybak. The special committee has
recommended the Proposed Transaction for approval by the board of
directors of Avino, based upon among other factors their review of
the financial position, operations, and exploration potential of
Bralorne, and upon the recommendations of its financial advisor
Cantor Fitzgerald Canada Corporation.
About Bralorne
Bralorne is a Canadian junior mining and exploration company,
whose current project is a 100% interest in the Bralorne Gold Mine,
located 241 kilometres north east of Vancouver, British Columbia.
The Bralorne mining camp has a golden history with past production
of 4 million ounces of gold from three mines (Bralorne, Pioneer and
King) that fed two mills with a combined capacity of 875 tons per
day with gold grades that averaged half an ounce per ton until
1971. Historically, the focus was on mining high grade material
delineated by driving drifts on the veins at successively lower
levels in the mines. Minimal exploration work was conducted beyond
the known veins, and the areas between the historical mines were
left undeveloped. Under Bralorne's management, new mill facilities
have been developed, permitted, and are fully operational, and new
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 the Bralorne Mine property prepared by Beacon
Hill Consultants (1988) Ltd., which reported as at August 31, 2012
measured and indicated mineral resources of 170,583 ton grading
0.266 oz gold/ton, and inferred mineral resources of 272,089 tons
grading 0.256 oz gold/ton (mineral resources are not mineral
reserves and do not have demonstrated economic viability).
In 2011, Bralorne began limited production at 100 tons per day
and has sustained the operation since that time. Despite the
limited production, the mine 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
through 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
Malcolm Davidson, CA, Chief Financial Officer
Safe Harbor Statement - This news release may contain
"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
extent and timing of various studies and exploration results, the
potential tonnage, grades and content of deposits, timing and
establishment and extent of resources estimates. 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, 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
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 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 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") disclosure 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 constitute "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 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
disclosure under Canadian regulations; however, the SEC normally
only permits issuers to report mineralization that does not
constitute "reserves" 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.
Avino Silver & Gold Mines Ltd.Malcolm Davidson, CAChief
Financial
Officer604.682.3701604.682.3600ir@avino.comwww.avino.com
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