PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 21st, 2014 • Avino Silver & Gold Mines LTD • Metal mining • Florida
This Placement Agency Agreement (this “Agreement”) confirms our understanding that Avino Silver & Gold Mines Ltd., a company incorporated under the British Columbia Business Corporations Act (the “Company”), hereby appoints Noble International Investments, Inc., incorporated under the laws of the State of Florida, doing business as Noble Financial Capital Markets, as its exclusive placement agent, except as otherwise provided (the “Placement Agent”), in connection with the proposed sale to certain investors (the “Direct Offering”) of up to Five Million U.S. Dollars ($5,000,000 USD) in value of units consisting of (i) one (1) share of common stock, without par value, of the Company (“Common Stock”) and (ii) one half (1/2) of a share purchase warrant to purchase one share of Common Stock of the Company (the “Warrant” and together with the Common Stock, the “Units”). On the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth here
SUBSCRIPTION AGREEMENTSubscription Agreement • February 21st, 2014 • Avino Silver & Gold Mines LTD • Metal mining • New York
The restrictions contained in the preceding paragraph shall not apply to (a) the Units to be sold in this Offering; (b) the issuance by the Company of Common Shares upon the exercise of an option or warrant outstanding on the date hereof; or (c) the issuance of options by the Company to directors, employees or consultants in the normal course of business pursuant to the Company’s existing stock option plan.
AVINO SILVER & GOLD MINES LTD. WARRANT TO PURCHASE COMMON SHARESAvino Silver & Gold Mines LTD • February 21st, 2014 • Metal mining • Florida
