NYSE-MKT: ASM
TSX-V: ASM
FSE: GV6
VANCOUVER, Aug. 4, 2017 /CNW/ - 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 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-MKT. 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 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
(collectively, 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 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 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 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
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
President & Chief Executive Officer
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 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.
SOURCE Avino Silver & Gold
Mines Ltd.