UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2016 • Avino Silver & Gold Mines LTD • Metal mining • Ontario
Cantor Fitzgerald Canada Corporation, as sole bookrunner (“CFCC”), together with Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, as lead manager (“HCW”, and together with CFCC, the “Co-Lead Underwriters”), Euro Pacific Capital, Inc., Roth Capital Partners, LLC, Echelon Wealth Partners Inc. and Haywood Securities Inc., acting as co-managers (collectively with the Co-Lead Underwriters, the “Underwriters”), understand that, subject to the terms and conditions stated herein, Avino Silver& Gold Mines Ltd., a company existing under the Business Corporations Act (British Columbia) (the “Company”), proposes to issue and sell to the Underwriters an aggregate of 6,370,000 units (the “FirmUnits”), each Firm Unit consisting of one common share in the capital of the Company (each a “Unit Share” and collectively, the “Unit Shares”) and one-half common share purchase warrant in the capital of the Company (each a “Warrant” and collectively, the “Warrants”), with each whole Warrant entitling th
