VANCOUVER, BC, March 21,
2022 /PRNewswire/ - Avino Silver & Gold
Mines Ltd. (TSX: ASM) (NYSE American: ASM) (FSE: GV6),
("Avino" or "the Company") is pleased to announce that further
to its press releases dated October 27,
2021 and December 21, 2021, it
has closed the acquisition with Coeur Mining, Inc. (NYSE: CDE,
"Coeur") for the acquisition (the "Transaction") of
all of the issued and outstanding shares of Proyectos Mineros La
Preciosa S.A. de C.V., a Mexican corporation, and Cervantes LLC, a
Delaware LLC, that together hold the La Preciosa property in
Mexico ("La Preciosa").
La Preciosa hosts of one of the largest undeveloped primary
silver resources in Mexico and is
located adjacent to Avino's existing operations at the Avino
Property. Avino believes that the Transaction has a strong
rationale given the close proximity of La Preciosa to Avino's
existing mine and infrastructure which could yield numerous
financial and operational synergies, including reducing the
environmental footprint associated with the development of a stand
alone La Preciosa operation.
David Wolfin, President &
CEO, stated: "The closing of the acquisition of La Preciosa
represents a major milestone for Avino as we advance our growth
strategy to augment Avino to an intermediate silver producer with a
large silver resource base. Now that the Transaction is complete,
we can fully assess how to optimally integrate this large,
high-quality silver project into our mine plan and leverage our
existing processing facilities and infrastructure. A current NI
43-101 mineral resource on La Preciosa prepared for Avino
highlighted 113 million silver equivalent ozs of indicated mineral
resources as well as 24 million silver equivalent ozs of inferred
mineral resources. We expect a large portion of the La Preciosa
resource can be mined via an underground operation to potentially
improve Avino's organic production growth profile and we are
excited to combine this strategic asset with our current
operations."
Total consideration paid by Avino to Coeur was comprised of:
- cash consideration of US$15.3
million paid to Coeur;
- a promissory note for US$5
million in favour of Coeur, payable without interest on or
before March 21, 2023;
- the issuance of 14,000,000 common shares of Avino (the "ASM
Shares") to Coeur;
- the issuance of 7,000,000 share purchase warrants (the "ASM
Warrants") exercisable at US$1.09
per share until September 21, 2023,
representing a 25% premium to Avino's 20-day volume weighted
average trading price as of October 26,
2021;
- an additional cash payment of US$8.75
million, to be paid no later than 12 months after initial
production at La Preciosa, up to one-half of which may be paid in
common shares of Avino (provided Coeur's total shareholdings cannot
exceed 19.9% of the Company's total issued and outstanding
shares);
- a 1.25% net smelter returns royalty on the Gloria and
Abundancia areas of La Preciosa, and a 2.00% gross value royalty on
all other areas of La Preciosa; and
- a payment of US$0.25 per silver
equivalent ounce (subject to inflationary adjustment) of new
mineral reserves (as defined by NI 43-101) discovered and declared
outside of the current mineral resource area at La Preciosa,
subject to a cap of US$50 million,
and any such payments will be credited against any existing or
future payments owing on the gross value royalty.
As a result of the Transaction, Coeur acquired the ASM Shares,
representing approximately 12% of the total issued and outstanding
shares of the Company and the ASM Warrants on a non-diluted basis,
and approximately 16% of the total issued and outstanding shares of
the Company, assuming exercise of the ASM Warrants. The ASM
Shares and ASM Warrants were acquired by Coeur for investment
purposes, and are subject to the standard statutory placement hold
period.
Coeur's early warning report appears on Avino's profile on SEDAR
at www.sedar.com. The Company is intending to rely on the
inter-listed issuer exemption outlined in section 602.1 of the TSX
Company Manual.
Cantor Fitzgerald Canada Corporation acted as Avino's financial
advisor in connection with the Transaction, and the Company's legal
advisors were Harper Grey LLP (in Canada), Lewis
Brisbois Bisgaard & Smith LLP (in the US), and
Juan Manuel Gonzales Olguin (in
Mexico).
About Avino
Avino is primarily a silver producer from its wholly owned Avino
Mine near Durango, Mexico. The Company's silver, gold and
copper 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 and the
strategic acquisition of mineral exploration and mining properties.
We are committed to managing all business activities in
a safe, environmentally responsible, and cost-effective manner,
while contributing to the well-being of the communities in which we
operate. We encourage you to connect with us on Twitter at @Avino
and on LinkedIn at Avino Silver & Gold Mines. To view the Avino
Mine VRIFY tour, please click here.
ON BEHALF OF THE BOARD
"David
Wolfin"
________________________________
David Wolfin
President & CEO
Avino Silver & Gold Mines Ltd.
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. Forward looking statements are also contained in the
updated mineral resource estimate for the Company's Avino Property
located near Durango in west-central Mexico (the "Avino Property") with an
effective date of January 13, 2021,
as amended on December 21, 2021, and
the Company's updated mineral resource estimate for La Preciosa
with an effective date of October 27,
2021, referred to in this press release. 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. No
assurance can be given that the Company's Avino Property or La
Preciosa have the amount of the mineral resources indicated in
their technical reports or that such mineral resources may be
economically extracted, that the acquisition could yield numerous
financial and operational synergies or a large portion of the La
Preciosa resource may be mined via an underground operation to
potentially improve Avino's organic production growth profile.
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 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. Further factors are discussed in our filings that we
file or furnish with the Securities and Exchange Commission on Form
20-F and Form 6-K and reports that we file on SEDAR. 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.
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SOURCE Avino Silver & Gold Mines Ltd.
