Avino Silver & Gold Mines Ltd 6-K, filed Aug 11, 2022

Avino Silver & Gold Mines Ltd (ASM)

6-K 2022-08-11 For: 2022-06-30

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Added on April 08, 2026

About this 6-K

Avino Silver & Gold Mines Ltd filed this 6-K on August 11, 2022.

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Exhibits:

99.1		Condensed Consolidated Interim Financial Statements for the six months ended June 30, 2022 and 2021

99.2		Management Discussion and Analysis

99.3		CEO Certification

99.4		CFO Certification

	AVINO SILVER & GOLD MINES LTD.
	(Registrant)

Date: August 10, 2022	By:	/s/ Jennifer Trevitt
		Jennifer Trevitt
		Corporate Secretary

	Note		June 30, 2022 (unaudited)			December 31, 2021
ASSETS
Current assets
Cash			$	12,791		$	24,765
Amounts receivable				820			1,208
Taxes recoverable		5		4,275			3,364
Prepaid expenses and other assets				1,197			962
Inventory		6		6,622			5,179
Total current assets				25,705			35,478
Exploration and evaluation assets		8		46,075			11,053
Plant, equipment and mining properties		10		40,547			35,675
Long-term investments		7		2,667			3,939
Other assets				4			133
Total assets			$	114,998		$	86,278
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities			$	5,107		$	3,260
Amounts due to related parties		11(b)		125			163
Taxes payable				566			31
Note payable		12		4,757			-
Current portion of finance lease obligations				785			389
Total current liabilities				11,340			3,843
Finance lease obligations				1,040			680
Warrant liability		13		347			741
Reclamation provision		14		769			726
Deferred income tax liabilities				4,118			1,781
Total liabilities				17,614			7,771
EQUITY
Share capital		15		144,616			129,953
Equity reserves				10,620			9,573
Treasury shares				(97	)		(97	)
Accumulated other comprehensive loss				(4,731	)		(4,969	)
Accumulated deficit				(53,024	)		(55,953	)
Total equity				97,384			78,507
Total liabilities and equity			$	114,998		$	86,278

			Three months ended June 30,						Six months ended June 30,
	Note		2022			2021			2022			2021
Revenue from mining operations		16	$	9,370		$	-		$	20,420		$	29
Cost of sales		16		5,468			1,017			11,774			1,726
Mine operating income (loss)				3,902			(1,017	)		8,646			(1,697	)

Operating expenses
General and administrative expenses		17		1,356			977			2,472			1,911
Share-based payments		15		862			498			1,062			1,114
Income (loss) before other items				1,684			(2,492	)		5,112			(4,722	)
Other items
Interest and other income				59			107			52			129
(Loss) gain on long-term investments		7		(596	)		169			(1,282	)		101
Fair value adjustment on warrant liability		13		2,373			256			2,606			1,044
Realized loss on warrants exercised				-			(106	)		-			(1,111	)
Unrealized foreign exchange gain (loss)				123			(1,186	)		(482	)		(903	)
Project evaluation expenses				6			-			(75	)		-
Finance cost				(88	)		(17	)		(101	)		(38	)
Accretion of reclamation provision		14		(11	)		(12	)		(21	)		(23	)
Interest expense				(22	)		-			(43	)		(2	)
Income (loss) before income taxes				3,528			(3,281	)		5,766			(5,525	)
Income taxes:
Current income tax expense				(360	)		-			(500	)		(12	)
Deferred income tax recovery (expense)				(885	)		627			(2,337	)		1,065
Income tax recovery (expense)				(1,245	)		627			(2,837	)		1,053

Net income (loss)				2,283			(2,654	)		2,929			(4,472	)

Other comprehensive income (loss)
Currency translation differences				(119	)		1,013			238			1,107
Total comprehensive income (loss)			$	2,164		$	(1,641	)	$	3,167		$	(3,365	)
Income (loss) per share		15(e)
Basic			$	0.02		$	(0.03	)	$	0.03		$	(0.05	)
Diluted			$	0.02		$	(0.03	)	$	0.03		$	(0.05	)
Weighted average number of common shares outstanding		15(e)
Basic				117,129,947			100,512,906			110,548,661			98,382,464
Diluted				120,386,601			100,512,906			113,814,123			98,382,464

	Note		Number of Common Shares		Share Capital Amount			Equity Reserves			Treasury Shares			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Equity
Balance, January 1, 2021				89,568,682	$	108,303		$	9,951		$	(97	)	$	(4,810	)	$	(54,339	)	$	59,008

Common shares issued for cash:						-			-			-			-			-			-
At the market issuances				10,050,000		18,497			-			-			-			-			18,497
Exercise of warrants				1,030,362		1,911			-			-			-			-			1,911
Exercise of options				264,000		364			(127	)		-			-			-			237
Issuance costs				-		(389	)		-			-			-			-			(389	)
Share-based payments				-		-			1,114			-			-			-			1,114
Net loss for the period				-		-			-			-			-			(4,472	)		(4,472	)
Currency translation differences				-		-			-			-			1,107			-			1,107
Balance, June 30, 2021				100,913,044	$	128,686		$	10,938		$	(97	)	$	(3,703	)	$	(58,811	)	$	77,013

Balance, January 1, 2022				102,243,211	$	129,953		$	9,573		$	(97	)	$	(4,969	)	$	(55,953	)	$	78,507

Common shares issued for cash:
Exercise of options		15		48,000		46			(15	)		-			-			-			31
Common shares issued for acquisition of La Preciosa		15		15,075,000		14,630			-			-			-			-			14,630
Issuance costs		15		-		(13	)		-			-			-			-			(13	)
Share-based payments		15		-		-			1,062			-			-			-			1,062
Net income for the period		15		-		-			-			-			-			2,929			2,929
Currency translation differences				-		-			-			-			238			-			238
Balance, June 30, 2022				117,366,211	$	144,616		$	10,620		$	(97	)	$	(4,731	)	$	(53,024	)	$	97,384

Subsidiary	Ownership Interest	Jurisdiction	Nature of Operations
Oniva Silver and Gold Mines S.A. de C.V.	100%	Mexico	Mexican operations and administration
Nueva Vizcaya Mining, S.A. de C.V.	100%	Mexico	Mexican administration
Promotora Avino, S.A. de C.V. (“Promotora”)	79.09%	Mexico	Holding company
Compañía Minera Mexicana de Avino, S.A. de C.V. (“Avino Mexico”)	98.45% direct 1.22% indirect (Promotora) 99.67% effective	Mexico	Mining and exploration
La Luna Silver & Gold Mines Ltd.	100%	Canada	Holding company
La Preciosa Silver & Gold Mines Ltd.	100%	Canada	Holding company
Proyectos Mineros La Preciosa S.A. de C.V.	100%	Mexico	Mining and exploration
Cervantes LLP	100%	U.S.	Holding company

	a)	Cash consideration of $15.3 million paid;
	b)	A promissory note for $5 million in favour of Coeur, payable without interest on or before March 21, 2023;
	c)	14,000,000 common shares of Avino, with a value of $13.65 million on issuance;
	d)	7,000,000 share purchase warrants with a total value at $2.24 million exercisable at $1.09 per share until September 21, 2023, representing a 25% premium to Avino’s 20-day volume weighted average trading price as of October 26, 2021;

	e)	An additional cash payment of $8.75 million, to be paid no later than 12 months after initial production at La Preciosa, up to one-half of which may be paid in common shares of Avino (provided Coeur’s total shareholdings cannot exceed 19.9% of the Company’s total issued and outstanding shares);
	f)	A 1.25% net smelter returns royalty on the Gloria and Abundancia areas of La Preciosa, and a 2.00% gross value royalty on all other areas of La Preciosa; and
	g)	A payment of $0.25 per silver equivalent ounce (subject to inflationary adjustment) of new mineral reserves (as defined by NI 43-101) discovered and declared outside of the current mineral resource area at La Preciosa, subject to a cap of $50 million, and any such payments will be credited against any existing or future payments owing on the gross value royalty.

Cash paid	$	15,301
Note payable		4,665
Common shares		14,630
Share purchase warrants		2,240
Total purchase consideration		36,836
Transaction costs		270
Total acquisition cost	$	37,106

Cash	$	168
Other current assets		1,121
Plant and equipment		1,621
Exploration and evaluation assets		34,524
Accounts payable		(328	)
Net assets acquired	$	37,106

	June 30, 2022		December 31, 2021
VAT recoverable	$	1,550	$	790
GST recoverable		89		26
Income taxes recoverable		2,636		2,548
	$	4,275	$	3,364

	June 30, 2022		December 31, 2021
Process material stockpiles	$	2,065	$	1,083
Concentrate inventory		2,404		2,467
Materials and supplies		2,153		1,629
	$	6,622	$	5,179

	Fair Value December 31,		Net		Movements in foreign			Fair value adjustments			Fair Value June 30,
	2021		Additions		exchange			for the period			2022
Talisker Resources Common Shares	$	3,880	$	-	$	(46	)	$	(1,248	)	$	2,586
Silver Wolf Exploration Ltd. Common Shares		59		31		(1	)		(40	)		49
Endurance Gold Corp. Common Shares		-		26		-			6			32
	$	3,939	$	57	$	(47	)	$	(1,282	)	$	2,667

	Avino, Mexico			La Preciosa, Mexico		British Columbia & Yukon, Canada		Total

Balance, January 1, 2021	$	10,051		$	-	$	1	$	10,052

Costs incurred during 2021:
Drilling and exploration		1,047			-		-		1,047
Assessments and taxes		68			-		-		68
Effect of movements in exchange rates		3			-		-		3
Option income		(117	)		-		-		(117	)

Balance, December 31, 2021	$	11,052		$	-	$	1	$	11,053
Costs incurred during 2022:
Acquisition costs – Note 4		-			34,524		-		34,524
Drilling and exploration		385			71		-		456
Assessments and taxes		71			-		-		71
Effect of movements in exchange rates		1			-		-		1
Option income		(30	)		-		-		(30	)

Balance, June 30, 2022	$	11,479		$	34,595	$	1	$	46,075

	a.	C$50 in common shares of Silver Wolf within 30 days of March 8, 2021 (received on March 26, 2021 – see Note 7 for details);
	b.	A further C$50 in cash or shares of Silver Wolf at Avino’s discretion on or before March 8, 2022 (received on March 30, 2022 – See Note 7 for details);
	c.	A further C$100 in cash or shares of Silver Wolf at Avino’s discretion on or before March 8, 2023;
	d.	A further C$200 in cash or shares of Silver Wolf at Avino’s discretion on or before March 8, 2024; and
	e.	A further C$200 in cash or shares of Silver Wolf at Avino’s discretion on or before March 8, 2025; and

	a.	C$50 on or before March 8, 2022;
	b.	A further C$100 on or before March 8, 2023; and
	c.	A further C$600 on or before March 8, 2025.

			Six months ended June 30,
	Note		2022			2021

Cash generated by (used in):

Operating activities
Net income (loss)			$	2,929		$	(4,472	)
Adjustments for non-cash items:
Deferred income tax expense (recovery)				2,337			(1,065	)
Depreciation and depletion				1,007			985
Accretion of reclamation provision		14		21			23
Gain (loss) on investments		7		1,282			(101	)
Unrealized foreign exchange loss				32			1,015
Unwinding of fair value adjustment		12		92			(12	)
Fair value adjustment on warrant liability		13		(2,606	)		(1,044	)
Realized loss on warrants exercised				-			1,111
Share-based payments				1,062			1,114
Cash provided by (used in) operating activities before working capital items				6,156			(2,446	)

Net change in non-cash working capital items		19		990			1,284
Cash provided by (used in) operating activities				7,146			(1,162	)

Financing activities
Shares and units issued for cash, net of issuance costs				30			19,146
Term facility payments				-			(1,667	)
Lease liability payments				(674	)		(172	)
Equipment loan payments				-			(72	)
Cash provided by (used in) financing activities				(644	)		17,235

Investing activities
Exploration and evaluation expenditures				(597	)		(725	)
Additions to plant, equipment and mining properties				(2,824	)		(228	)
Acquisition of La Preciosa				(15,289	)		-
Cash provided by (used in) investing activities				(18,710	)		(953	)

Change in cash				(12,208	)		15,120

Effect of exchange rate changes on cash				234			(19	)

Cash, beginning				24,765			11,713

	Mining properties			Office equipment, furniture, and fixtures			Computer equipment			Mine machinery and transportation equipment		Mill machinery and processing equipment		Buildings and construction in process			Total
	$			$			$			$		$		$			$
COST
Balance at December 31, 2020		13,149			563			347			12,955		17,483		11,263			55,760
Additions / Transfers		(113	)		31			(12	)		1,285		1,130		508			2,829
Effect of movements in exchange rates		2			1			-			-		-		7			10
Balance at December 31, 2021		13,038			595			335			14,240		18,613		11,778			58,599
Additions / Transfers		335			122			411			1,728		1,903		2,805			7,304
Effect of movements in exchange rates		(5	)		(4	)		-			-		-		(1	)		(10	)
Balance at June 30, 2022		13,368			713			746			15,968		20,516		14,582			65,893

ACCUMULATED DEPLETION AND DEPRECIATION
Balance at December 31, 2020		8,643			187			256			4,907		5,297		1,624			20,914
Additions / Transfers		213			107			11			37		1,370		272			2,010
Effect of movements in exchange rates		-			-			-			-		-		-			-
Balance at December 31, 2021		8,856			294			267			4,944		6,667		1,896			22,924
Additions / Transfers		111			89			298			291		642		991			2,422
Effect of movements in exchange rates		-			-			-			-		-		-			-
Balance at June 30, 2022		8,967			383			565			5,235		7,309		2,887			25,346

NET BOOK VALUE
At June 30, 2022		4,401			330			181			10,733		13,207		11,695			40,547
At December 31, 2021		4,182			301			68			9,296		11,946		9,882			35,675
At December 31, 2020		4,506			376			91			8,048		12,186		9,639			34,846

	June 30, 2022			December 31, 2021
Oniva International Services Corp.	$	105		$	107
Silver Wolf Exploration Ltd.		(26	)		-
Directors		46			56
	$	125		$	163

	June 30,			December 31,
	2022			2021
Balance at beginning of the period	$	-		$	-
Additions		4,665			-
Repayments		-			-
Unwinding of fair value adjustment		92			-
Balance at end of the period		4,757			-
Less: Current portion		(4,757	)		-
Non-current portion	$	-		$	-

	Underlying Shares			Weighted Average Exercise Price
Warrants outstanding and exercisable, January 1, 2021		2,980,774		$	0.80
Exercised		(1,030,362	)	$	0.80
Warrants outstanding and exercisable, December 31, 2021		1,950,412		$	0.80
Issued		7,000,000		$	1.09
Warrants outstanding and exercisable, June 30, 2022		8,950,412		$	1.03

	All Warrants Outstanding and Exercisable
Expiry Date	Exercise Price per Share		June 30, 2022		December 31, 2021
September 21, 2023	$	1.09		7,000,000		-
September 25, 2023	$	0.80		1,950,412		1,950,412
				8,950,412		1,950,412

	June 30, 2022			December 31, 2021
Weighted average assumptions:
Risk-free interest rate		3.09	%		0.91	%
Expected dividend yield		0	%		0	%
Expected warrant life (years)		1.23			1.73
Expected stock price volatility		54.81	%		83.13	%
Weighted average fair value	$	0.04		$	0.38

	(i)	During the six months ended June 30, 2022, the Company issued 14,000,000 common shares as part of the acquisition of La Preciosa from Coeur Mining Inc.. As a result, $13,650 was recorded to share capital, and exploration and evaluation assets as acquisition costs, representing the closing price on the Toronto Stock Exchange on March 21, 2022, the date of the issuance and closing.

		The Company further issued 1,075,000 common shares as payment for services provided during the acquisition, and as a result recorded $980 was recorded to share capital and exploration and evaluation assets as acquisition costs.

		During the six months ended June 30, 2022, the Company issued 48,000 common shares following the exercise of 48,000 options. As a result, $46 was recorded to share capital, representing cash proceeds of $31 and the fair value upon issuance of $15.

	(ii)	During the year ended December 31, 2021, the Company issued 10,050,000 common shares in an at-the-market offering under prospectus supplement for gross proceeds of $19,020. The Company paid a 2.75% cash commission of $523 on gross proceeds, for net proceeds of $18,497, and incurred additional $400 in issuance costs during the period.

		During the year ended December 31, 2021, the Company issued 1,030,362 common shares following the exercise of 1,030,362 warrants. As a result, $1,911 was recorded to share capital, representing cash proceeds of $824, fair value of the warrants on the date of exercise (see Note 14 for valuation methodology of $US denominated warrants) of $1,106, and movements in foreign exchange of $(19).

		During the year ended December 31, 2021, the Company issued 264,000 common shares following the exercise of 264,000 options. As a result, $364 was recorded to share capital, representing cash proceeds of $237 and the fair value upon issuance of $127.

		During the year ended December 31, 2021, the Company issued 1,330,167 common shares upon exercise of RSUs. As a result, $1,278 was recorded to share capital.

	Underlying Shares			Weighted Average Exercise Price (C$)

Stock options outstanding, January 1, 2021		3,483,000		$	1.77
Exercised		(264,000	)	$	1.16
Expired		(360,000	)	$	2.95
Cancelled / Forfeited		(20,000	)	$	1.64
Stock options outstanding, December 31, 2021		2,839,000		$	1.68
Granted		2,390,000		$	1.20
Exercised		(48,000	)	$	0.79
Stock options outstanding, June 30, 2022		5,181,000		$	1.47
Stock options exercisable, June 30, 2022		3,382,250		$	1.61

			Outstanding				Exercisable
Expiry Date	Price (C$)		Number of Options		Weighted Average Remaining Contractual Life (Years)		Number of Options		Weighted Average Remaining Contractual Life (Years)
September 20, 2022	$	1.98		880,000		0.22		880,000		0.22
August 28, 2023	$	1.30		105,000		1.16		105,000		1.16
August 21, 2024	$	0.79		126,000		2.15		126,000		2.15
August 4, 2025	$	1.64		1,680,000		3.10		1,680,000		3.10
March 25, 2027	$	1.20		2,365,000		4.74		591,250		4.74
May 4, 2027	$	0.92		25,000		4.85		-		4.85
				5,181,000		3.30		3,382,250		2.54

	Underlying Shares			Weighted Average Price (C$)

RSUs outstanding, January 1, 2021		2,874,000		$	1.28
Exercised		(1,330,167	)	$	1.22
Cancelled / Forfeited		(104,356	)	$	1.54
RSUs outstanding, December 31, 2021		1,439,477		$	1.32
Granted		1,799,000		$	1.19
Cancelled / Forfeited		(35,000	)	$	1.37
RSUs outstanding, June 30, 2022		3,203,477		$	1.25

Issuance Date	Price (C$)		Number of RSUs Outstanding
August 21, 2019	$	0.79		539,733
August 4, 2020	$	1.64		885,744
March 23, 2022	$	1.19		1,778,000
				3,203,477

	June 30, 2022		December 31, 2021
Not later than one year	$	90	$	96
Later than one year and not later than five years		336		330
Later than five years		437		462
	$	863	$	888

	June 30, 2022			June 30, 2021
Net change in non-cash working capital items:
Inventory	$	(1,409	)	$	(405	)
Prepaid expenses and other assets		(243	)		(199	)
Taxes recoverable		214			(1,676	)
Taxes payable		534			(7	)
Accounts payable and accrued liabilities		1,542			194
Amounts receivable		388			2
Amounts due to related parties		(36	)		25
	$	990		$	1,284

	June 30, 2022		June 30, 2021
Interest paid	$	48	$	60
Taxes paid	$	-	$	192
Equipment acquired under finance leases and equipment loans	$	1,293	$	-

	Total		Less Than 1 Year		1-5 years		More Than 5 Years
Accounts payable and accrued liabilities	$	5,107	$	5,107	$	-	$	-
Amounts due to related parties		125		125		-		-
Minimum rental and lease payments		863		90		336		437
Note payable		5,000		5,000		-		-
Finance lease obligations		1,937		860		1,077		-
Total	$	13,032	$	11,182	$	1,413	$	437

	(i)	To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

	(ii)	To the extent that changes in prevailing market rates differ from the interest rates on the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

	June 30, 2022						December 31, 2021
	MXN			CDN			MXN			CDN
Cash	$	5,711		$	283		$	3,576		$	1,450
Long-term investments		-			3,436			-			4,976
Reclamation bonds		-			6			-			6
Amounts receivable		-			115			-			33
Accounts payable and accrued liabilities		(19,447	)		(84	)		(57,604	)		(211	)
Due to related parties		-			(195	)		-			(206	)
Finance lease obligations		-			(408	)		(1	)		(394	)
Net exposure		(13,736	)		3,153			(54,029	)		5,654
US dollar equivalent	$	(687	)	$	2,447		$	(2,363	)	$	(4,054	)

	Level 1		Level 2		Level 3
Financial assets
Cash	$	12,791	$	-	$	-
Amounts receivable		-		820		-
Long-term investments		2,667		-		-
Total financial assets	$	15,458	$	820	$	-
Financial liabilities
Warrant liability		-		-		(347	)
Total financial liabilities	$	-	$	-	$	(347	)

	June 30, 2022		December 31, 2021
Exploration and evaluation assets - Mexico	$	46,074	$	11,052
Exploration and evaluation assets - Canada		1		1
Total exploration and evaluation assets	$	46,075	$	11,053

	June 30, 2022		December 31, 2021
Plant, equipment, and mining properties - Mexico	$	40,242	$	35,390
Plant, equipment, and mining properties - Canada		305		285
Total plant, equipment, and mining properties	$	40,547	$	35,675