AVINO SILVER & GOLD MINES LTD. Common Shares (no par value) Amended and Restated Controlled Equity OfferingSM Sales AgreementSales Agreement • March 22nd, 2019 • Avino Silver & Gold Mines LTD • Metal mining • New York
Reference is made to the Amended and Restated Controlled Equity OfferingSM Sales Agreement, dated as of August 4, 2017 (the “Original Agreement”), by and between Avino Silver & Gold Mines Ltd. (the “Company”), a company continued under the Business Corporations Act (British Columbia) (the “BCBCA”), and Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company proposed to issue and sell through the Agent, from time to time during the term of the Original Agreement, on the terms and subject to the conditions set forth in the Original Agreement, common shares of the Company, no par value per share (“Common Stock”). The Company and the Agent wish to amend and restate the Original Agreement in its entirety as provided hereby.
UNDERWRITING AGREEMENT 6,239,867 SHARES OF COMMON SHARES AND 6,239,867 WARRANTS OF AVINO SILVER & GOLD MINES LTD.Underwriting Agreement • March 22nd, 2019 • Avino Silver & Gold Mines LTD • Metal mining • New York
The undersigned, Avino Silver & Gold Mines Ltd., a company amalgamated under the laws of the Province of British Columbia, Canada (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
AGENCY AGREEMENTAgency Agreement • March 22nd, 2019 • Avino Silver & Gold Mines LTD • Metal mining • Ontario
The undersigned, Cantor Fitzgerald Canada Corporation (“Cantor Fitzgerald” or the “Agent”) understands that Avino Silver & Gold Mines Ltd. (the “Company”) proposes to issue on a “best efforts” private placement basis at the Closing Time (as defined herein), 2,500,000 common shares in the capital of the Company to be issued as “flow-through shares” (the “Offered Shares”) within the meaning of the Tax Act (as hereinafter defined) at a purchase price of $2.00 per Offered Share, for aggregate gross proceeds of up to $5,000,000. The offering by the Corporation of the Offered Shares is referred to in this Agreement as the “Offering”.
