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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/26/15 Avino Silver & Gold Mines Ltd 6-K 5/26/15 2:23K Discount Edgar/FA |
Document/Exhibit Description Pages Size 1: 6-K Report of a Foreign Private Issuer HTML 14K 2: EX-5.1 Opinion of Salley Bowes Harwardt Law Corp. HTML 9K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of May 2015
Commission File Number: 001-35254
AVINO SILVER & GOLD MINES LTD.
Suite 900, 570 Granville Street, Vancouver, BC V6C 3P1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. x Form 20-F ¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
On May 26, 2015, Avino Silver & Gold Mines Ltd. (the “Company”) filed a prospectus supplement pursuant to which the Company may offer and sell, from time to time, through Cantor Fitzgerald & Co., as sales agent (“Cantor”), up to an aggregate of $6,000,000 of common shares, no par value per share (the “Shares”), under the Controlled Equity OfferingSM Sales Agreement dated December 31, 2013 (the “Agreement). Under the Agreement, Cantor may sell Shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on the NYSE MKT, on any other existing trading market for the Shares or to or through a market maker. In addition, pursuant to the terms and conditions of the Agreement and subject to the instructions of the Company, Cantor may sell Shares by any other method permitted by law, including in privately negotiated transactions.
The Company intends to use the net proceeds of this offering for the continued exploration of the Bralorne mine, advancing exploration and extracting and processing activities at the Avino property, and for working capital. Although we intend to use the net proceeds of this offering for the foregoing purposes, the planned expenditures are estimates and may change significantly. Subject to the terms and conditions of the Agreement, Cantor will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the NYSE MKT, to sell the Shares from time to time based upon the Company's instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose.
The Company will pay Cantor a commission of 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Cantor with customary indemnification and contribution rights. The Company has also agreed to reimburse Cantor for certain legal fees and disbursements.
The opinion of the Company's counsel regarding the validity of the Shares that will be issued pursuant to the Agreement is also filed herewith as Exhibit 5.1.
The Shares will be issued pursuant to the Company's previously filed and effective Registration Statement on Form F-3 (File No. 333-195144), the base prospectus dated April 16, 2014, and the prospectus supplement, dated May 26, 2015, filed by the Company with the Securities and Exchange Commission (the “SEC”). This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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Cautionary Statement Regarding Forward-Looking Statements
This Report on Form 6-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts, such as statements regarding the sale of Shares under the Agreement, if any, the intended use of proceeds, as well as termination of the Agreement. These statements are subject to uncertainties and risks including, but not limited to the risks identified in reports filed from time to time with the SEC. All such forward-looking statements are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof except as required by applicable law.
Exhibits
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Exhibit Number |
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Description of Exhibit |
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5.1 |
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Opinion of Salley Bowes Harwardt Law Corp. |
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10.1 |
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Controlled Equity OfferingSM Sales Agreement, dated December 31, 2013, by and between Avino Silver & Gold Mines Ltd. and Cantor Fitzgerald & Co. (incorporated by reference to the Company’s Form 6-K filed December 31, 2013) |
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23.1 |
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Consent of Salley Bowes Hardwardt Law Corp. (included in Exhibit 5.1) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Avino Silver & Gold Mines Ltd. | |||
| Date: May 26, 2015 | By | /s/ Dorothy Chin | |
| Dorothy Chin | |||
| Corporate Secretary | |||
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| This ‘6-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on / For Period End: | 5/26/15 | 424B5 | ||
| 4/16/14 | 6-K | |||
| 12/31/13 | 20-F, 20-F/A, 424B5, 6-K, 8-A12B | |||
| List all Filings | ||||