Avino Announces Bought Deal Offering of CDN$6.0 Million

Press Release

July 24, 2019

Avino Silver & Gold Mines Ltd. (ASM: TSX/NYSE American/GV6:FSE) (“Avino” or the “Company”) announces it has entered into an engagement letter dated July 24, 2019 with Cantor Fitzgerald Canada Corporation, as sole bookrunner and sole underwriter (the “Underwriter”), to purchase, on a bought deal basis, 4,706,000 common shares of the Company (the “Common Shares”) at the price of CDN$0.85 per Common Share (the “CS Issue Price”) for aggregate gross proceeds of approximately $4.0 million, and an additional 2,020,400 flow-through common shares (the “FT Shares”) at the price of CDN$0.99 per FT Share (the “FT Issue Price”) for additional gross proceeds of approximately $2.0 million (the “Offering”). The Common Shares and FT Shares are collectively referred to as (the “Offered Securities”). The Offering will only be made in Canada, and such other jurisdictions where the Offered Securities may be lawfully sold.

In addition, the Company has granted to the Underwriter an over-allotment option (the “Over-Allotment Option”) exercisable, in whole or in part, in the sole discretion of the Underwriter, to purchase up to an additional 705,900 Common Shares at the CS Issue Price, and up to an additional 303,060 FT Shares at the FT Issue Price, for a period of up to 30 days after the closing of the Offering (the “Closing Date”) for additional aggregate proceeds to the Company of approximately $900,000.  In the event the Over-Allotment Option is exercised in full, the aggregate gross proceeds to the Company will be approximately $6.9 million.

The Company has agreed to pay the Underwriter a cash commission equal to 7.0% of the gross proceeds of the Offering, including proceeds received from the exercise of the Over-Allotment Option, and issue to the Underwriter and/or members of its selling group, compensation share purchase warrants (the “Compensation Warrants”) to purchase up to 6.0% of the total number of Offered Securities sold, including any additional securities sold pursuant to the exercise of the Over-Allotment Option, at an exercise price equal to the CS Issue Price for a period of up to 12 months from the Closing Date.

Closing of the Offering is expected to occur on or before July 30, 2019, subject to obtaining customary TSX and NYSE American approvals.

The Company intends to allocate the net proceeds of the sale of the Common Shares to advance the exploration and development of the Company’s Avino Mine and in particular exploration of the Hanging Wall area, and for working capital and general corporate purposes. The Company also intends to use the gross proceeds raised from the sale of FT Shares to incur qualifying Canadian exploration expenses and flow-through mining expenditures on its Bralorne Mine Property in British Columbia, which will be renounced to the purchasers of the FT Shares for the 2019 taxation year.

Each FT Share will qualify as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) and as “flow-through mining expenditures” as defined in subsection 127(9) of the Tax Act.

The Offering will be made by way of a prospectus supplement dated July [25], 2019 (the “Prospectus Supplement”) to the Company’s existing Canadian short form base shelf prospectus (the “Base Shelf Prospectus”) dated December 21, 2018. The Prospectus Supplement (together with the Base Shelf Prospectus, being the “Offering Documents”) will be filed with the securities commissions in all of the provinces of Canada, except Quebec. 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 for informational purposes only, 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.

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 close to 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. Avino is 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

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