Avino Silver & Gold Mines (ASM) Enters $10M Bought-Deal Common Stock Offering

November 22, 2016 9:43 AM EST
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Avino Silver & Gold Mines Ltd. (NYSE: ASM) announces it has entered into an underwriting agreement dated November 21, 2016 (the "Underwriting Agreement") with Cantor Fitzgerald Canada Corporation, as sole bookrunner, and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, as lead manager, and certain co-managers (collectively, the "Underwriters"), to purchase, on a bought deal basis, 6,370,000 units of the Company (the "Units") at the price of US$1.57 per Unit (the "Issue Price") for aggregate gross proceeds of approximately US$10 million (the "Offering") in Canada and the United States of America. Each Unit will consist of one (1) common share of the Company (the "Common Shares") and one-half (1/2) of one common share purchase warrant (the "Warrants"). Each whole Warrant will be exercisable for a period of 36 months after the closing of the Offering and will entitle the holder to purchase one (1) additional Common Share at an exercise price of US$2.00, subject to adjustment.

In addition, the Company has granted to the Underwriters an over-allotment option (the "Over-Allotment Option") exercisable, in whole or in part, in the sole discretion of the Underwriters, to purchase up to an additional 955,500 Units at the Issue Price per Unit, for a period of up to 30 days after the closing of the Offering for additional aggregate proceeds to the Company of approximately US$1.5 million. In the event the Over-Allotment Option is exercised in full, the aggregate gross proceeds to the Company will be approximately US$11.5 million.

The Company has agreed to pay the Underwriters a cash commission equal to 7% of the gross proceeds of the Offering, including proceeds received from the exercise of the Over-Allotment Option.

Closing of the Offering is expected to occur on November 28, 2016, subject to obtaining customary TSX.V and NYSE MKT approvals. The Company intends to allocate the net proceeds of the Offering to advance the exploration and development of the Company's Avino Mine and the exploration and development activities on the Bralorne Mine Property in British Columbia, and for general working capital.

The Offering will be made by way of prospectus supplements, dated November 21, 2016, to the Company's existing Canadian short form base shelf prospectus (the "Base Shelf Prospectus") dated November 10, 2016, and U.S. registration statement on Form F-10 dated November 18, 2016 (the "Registration Statement"). The prospectus supplements relating to the Offering (together with the Base Shelf Prospectus and the Registration Statement, the "Offering Documents") will be filed with the securities commissions in all of the Provinces of Canada, except Quebec, and with the United States Securities and Exchange Commission (the "SEC"). The Offering Documents will contain important detailed information about the securities being offered. Before you invest, you should read the Offering Documents and the other documents the Company has filed for more complete information about the Company and the Offering. Copies of the Underwriting Agreement and the Offering Documents will be available for free by visiting the Company's profiles on the SEDAR website maintained by the Canadian Securities Administrators at www.sedar.com or the SEC's website at www.sec.gov, as applicable. Alternatively, copies of the prospectus supplement will be available upon request by contacting Cantor Fitzgerald Canada Corporation, attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7, email ecmcanada@cantor.com, or by contacting H.C. Wainwright & Co., 430 Park Avenue, New York, NY 10022, email: placements@hcwco.com.\



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Cantor Fitzgerald, Rodman & Renshaw, Dividend, H.C. Wainwright

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