Avino Silver & Gold Mines Ltd. (ASM: NYSE – MKT, ASM: TSX.V; “Avino” or “the Company”) is pleased to announce entering into an agreement for a brokered public offering in the United States (the “Offering”) through Noble Financial Capital Markets of Boca Raton, Florida (the “Agent”) as placement agent to two institutional investors. A total of USD$5,000,000 in gross proceeds are anticipated to be raised through the sale of 2,066,115 units (the “Units”) at a price of USD$2.42 per Unit. Each Unit will consist of one (1) common share and one-half (1/2) of a transferable share purchase warrant (the “Warrants”), subject to customary closing conditions. It is anticipated that the Offering will close on or around February 25, 2014.
Each whole Warrant will be exercisable to acquire one additional common share at USD$2.87 per share until February 21, 2017, provided that if the closing volume weighted average price for the Company’s common shares on the NYSE MKT is greater than USD$6.85 per share for a period of twenty (20) consecutive trading days, then the Company may deliver a notice (the “Notice”) to the Warrant holder notifying such holder that the Warrants must be exercised within thirty (30) days from the date of delivery of such Notice, otherwise the Warrants will expire at 4:30 p.m. (Vancouver Time) on the thirty-first (31st) day after the date of delivery of the Notice.
The funds raised from the sale of the Units will be used for advancing the development of the Company’s Avino mine property and its mining operations in Mexico, as well as Avino’s general working capital requirements. The Agent will be paid a commission of 7% of the gross proceeds raised.
The Units are registered securities issued by way of a Form F-3 Registration Statement, base prospectus, and prospectus supplement filed with the U.S. Securities and Exchange Commission. Copies of the Registration Statement and prospectus will be filed and available under the Company’s profile on SEDAR at www.sedar.com and the SEC at sec.gov.
“The proceeds from this financing will further ensure our expansion will be completed on time and will protect our plans from any fluctuations in metal prices”.
ON BEHALF OF THE BOARD
Chief Executive Officer
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 extent and timing of various studies including the PEA, 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.
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