NYSE-MKT: ASM
TSX-V: ASM
FSE: GV6
VANCOUVER, Nov. 21, 2016 /CNW/ - Avino Silver & Gold Mines Ltd. (ASM: TSX.V,
ASM: NYSE–MKT: ASM; "Avino" or the "Company") announces it has
entered into an underwriting agreement dated November 21, 2016 (the "Underwriting Agreement")
with Cantor Fitzgerald Canada Corporation, as sole bookrunner, and
Rodman & Renshaw, a unit of H.C.
Wainwright & Co., LLC, as lead manager, and certain
co-managers (collectively, the "Underwriters"), to purchase,
on a bought deal basis, 6,370,000 units of the Company (the
"Units") at the price of US$1.57 per
Unit (the "Issue Price") for aggregate gross proceeds of
approximately US$10 million (the
"Offering") in Canada and
the United States of
America. Each Unit will consist of one (1) common share of
the Company (the "Common Shares") and one-half (1/2) of one
common share purchase warrant (the "Warrants"). Each
whole Warrant will be exercisable for a period of 36 months after
the closing of the Offering and will entitle the holder to purchase
one (1) additional Common Share at an exercise price of
US$2.00, subject to adjustment.
In addition, the Company has granted to the Underwriters an
over-allotment option (the "Over-Allotment Option") exercisable, in
whole or in part, in the sole discretion of the Underwriters, to
purchase up to an additional 955,500 Units at the Issue Price per
Unit, for a period of up to 30 days after the closing of the
Offering for additional aggregate proceeds to the Company
of approximately US$1.5
million. In the event the Over-Allotment Option is
exercised in full, the aggregate gross proceeds to the Company will
be approximately US$11.5 million.
The Company has agreed to pay the Underwriters a cash commission
equal to 7% of the gross proceeds of the Offering, including
proceeds received from the exercise of the Over-Allotment
Option.
Closing of the Offering is expected to occur on November 28, 2016, subject to obtaining customary
TSX.V and NYSE MKT approvals. The Company intends to allocate the
net proceeds of the Offering to advance the exploration and
development of the Company's Avino Mine and the exploration and
development activities on the Bralorne Mine Property in
British Columbia, and for general
working capital.
The Offering will be made by way of prospectus supplements,
dated November 21, 2016, to the
Company's existing Canadian short form base shelf prospectus (the
"Base Shelf Prospectus") dated November 10, 2016, and U.S. registration
statement on Form F-10 dated November 18,
2016 (the "Registration Statement"). The prospectus
supplements relating to the Offering (together with the Base Shelf
Prospectus and the Registration Statement, the "Offering
Documents") will be filed with the securities commissions
in all of the Provinces of Canada,
except Quebec, and with the United
States Securities and Exchange Commission (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 Underwriting
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. Alternatively,
copies of the prospectus supplement will be available upon request
by contacting Cantor Fitzgerald Canada Corporation, attention:
Equity Capital Markets, 181 University Avenue, Suite 1500,
Toronto, ON, M5H 3M7, email
ecmcanada@cantor.com, or by contacting H.C. Wainwright & Co., 430 Park Avenue,
New York, NY 10022, email:
placements@hcwco.com.
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's mission is to create shareholder value through
profitable organic growth at the historic Avino property near
Durango, Mexico, and the Bralorne
property in southwestern British
Columbia, Canada. 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 & 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.