Avino Silver & Gold Mines Ltd 40-F for FY2023
Avino Silver & Gold Mines Ltd (ASM)
About this 40-F
Avino Silver & Gold Mines Ltd filed this 40-F on March 29, 2024, covering the fiscal year ended December 31, 2023 (FY2023).
Headline figures
Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $43.89M
- down 0.7% from $44.19M a year earlier
- Net income
- $542K
- down 82.5% from net income of $3.1M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended | Commission File Number |
(Exact name of Registrant as specified in its charter) |
British Columbia,
(Jurisdiction of Incorporation or Organization)
1041
Primary Standard Industrial Classification Code Number
N/A
I.R.S. Employer Identification Number
(Address and telephone number of Registrant’s principal executive offices)
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A
For annual reports, indicate by check mark the information file with this Form:
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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
There were
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 2.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging Growth Company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
EXPLANATORY NOTE
Avino Silver & Gold Mines Ltd. (“we”, “us”, “our”, or the “Company”) is a British Columbia company that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this annual report on Form 40-F (“Annual Report”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with disclosure requirements in effect in Canada, which are different from those of the United States.
FORWARD LOOKING STATEMENTS
This Annual Report, including the exhibits incorporated by reference therein, contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities legislation. These forward-looking statements reflect our current view about future plans, intentions or expectations and include, in particular, statements about our plans, strategies and prospects and may be identified by terminology such as “may,” “will,” “should,” “expect,” “scheduled,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “aim,” “potential,” or “continue” or the negative of those terms or other comparable terminology. These forward-looking statements are subject to risks, uncertainties and assumptions about us. Although we believe that our plans, intentions and expectations are reasonable, we may not achieve our plans, intentions or expectations.
Important factors that could cause actual results to differ materially from the forward-looking statements we make in this Annual Report set forth under the caption “Risk Factors” contain in our Annual Information Form (“AIF”) filed as Exhibit 99.1. We undertake no obligation to update any of the forward-looking statements after the date of this Annual Report to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law. You should read this Annual Report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all our forward-looking statements by these cautionary statements.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial statements, which are filed with this Annual Report in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Therefore, they are not comparable in all respects to financial statements of United States companies that are prepared in accordance with United States generally accepted accounting principles.
MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES
The Company's AIF filed as Exhibit 99.1 to this annual report on Form 40-F and management's discussion and analysis for the fiscal year ended December 31,2023 filed as Exhibit 99.3 have been prepared in accordance with the requirements of Canadian provincial securities laws, which differ from the requirements of United States securities laws.
As a result, the Company reports the mineral reserves and resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies under subpart 1300 of Regulation S-K (“S-K 1300”) under the Exchange Act. As an issuer that prepares and files its reports with the SEC pursuant to the MJDS, the Company is not subject to the requirements of S-K 1300. Any mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not qualify as such under or differ from those prepared in accordance with S-K 1300.
Accordingly, information included or incorporated by reference in the Company's AIF filed as Exhibit 99.1 to this annual report on Form 40-F and management's discussion and analysis for the fiscal year ended December 31, 2023 filed as Exhibit 99.3 concerning descriptions of mineralization and estimates of mineral reserves and resources under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of S-K 1300.
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PRINCIPAL DOCUMENTS
The following documents are part of, and are hereby incorporated by reference in, this Annual Report on Form 40-F:
A. Annual Information Form
Annual Information Form for the fiscal year ended December 31, 2023. See Exhibit 99.1 to this Annual Report.
B. Audited Annual Financial Statements
Audited Consolidated Financial Statements for the fiscal years ended December 31, 2023 and 2022, and notes thereto, together with the reports of the independent registered public accounting firm thereon. See Exhibit 99.2 of this Annual Report.
C. Management's Discussion and Analysis
Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2023. See Exhibit 99.3 of this Annual Report; and
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D. Technical Report
Oxide Tailings Project Prefeasibility Study for the Avino Property, Durango, Mexico, NI 43-101 Technical Report dated February 5, 2024. See Exhibit 99.4 of this Annual Report.
E. Controls and Procedures
a. Certifications.
The required certifications for the Principal Executive Officer and Principal Financial Officer are attached as Exhibits 99.5, 99.6, 99.7 and 99.8 to this Annual Report.
b. Disclosure Controls and Procedures.
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report. Based on the evaluation, these officers concluded that as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by our Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the SEC. These disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to our Company’s management, including our Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected.
c. Management's Annual Report on Internal Control Over Financial Reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our Company. Our Company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, and that our Company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
For the purposes of Exchange Act Rules 13a-15(f) and 15d-15(f), management, including our principal executive officer and principal financial officer, conducted an evaluation of the design and operation of our internal controls over financial reporting as of December 31, 2023, based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal controls over financial reporting were effective as at December 31, 2023.
Deloitte LLP, the Company’s independent registered public accounting firm, who audited and reported on our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2023. The attestation report is included within the consolidated financial statements in this Annual Report on Form 40-F.
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Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
d. Attestation Report of the Independent Registered Public Accounting Firm.
See Exhibit 99.2 of this Annual Report.
e. Changes in Internal Control Over Financial Reporting.
During the year ended December 31, 2023, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonable likely to materially affect, its internal control over financial reporting.
F. Notices Pursuant To Regulation BTR
The Company was not required by Rule 104 of Regulation BTR to send any notices to any of its directors or executive officers during the fiscal year ended December 31, 2023.
G. Audit Committee Financial Expert
The following are the members of the Audit Committee:
Peter Bojtos (Chair) |
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Jasman Yee |
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Ronald Andrews |
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The Company’s Board of Directors has determined that Mr. Peter Bojtos, Jasman Yee and Ronald Andrews are each qualified as an Audit Committee Financial Expert. Also, Mr. Peter Bojtos, Mr. Jasman Yee, and Mr. Ronald Andrews are each independent as determined by the NYSE American rules.
An Audit Committee Financial Expert must possess five attributes: (i) an understanding of IFRS and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.
Mr. Bojtos is a professional engineer with over 50 years of worldwide experience in the mining industry. He has an extensive background in corporate management as well as in all facets of the industry from exploration through the feasibility study stage to mine construction, operations and decommissioning. Mr. Bojtos graduated from the University of Leicester, England in 1972, following which he worked at open-pit iron-ore and underground base-metal and uranium mines in West Africa, the United States and Canada. Following that for 12 years, he worked in Toronto for Kerr Addison Mines Ltd., a Noranda Group company, in increasingly senior management and officer positions. From 1990 to 1992 he was the President & CEO of RFC Resource Finance Corp. developing a zinc mine in Washington State. From 1992 to 1993 Mr. Bojtos was the President & CEO of Consolidated Nevada Goldfields Corp. which operated precious metal mines in the United States. From 1993 to 1995 he was Chairman & CEO of Greenstone Resources Ltd, constructing and operating several gold mines in Central America. From 2017 to 2019 he was president of Pembridge Resources plc. For the past 30 years, he has been self-employed and he has served on over two dozen public company boards from 1996 to present. The Company believes that Mr. Bojtos is qualified as an Audit Committee Financial Expert based on his prior experiences as serving audit committee chair with another company.
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Mr. Yee is a BASc, P.Eng (BC) 1970 graduate of the University of British Columbia with a degree in chemical engineering, a 1974 graduate of Toronto’s Ryerson Polytechnical Institute with a degree in economics, and holds a certificate for completing the Canadian Securities Course. The Company believes that Mr. Yee is qualified as an Audit Committee Financial Expert based on his prior accounting experience with other companies.
Mr. Andrews has a Bachelor of Science degree in horticulture from Washington State University and a Master’s degree in Political Science. Mr. Andrews is the owner and operator of Andrews Orchards and sells and distributes agricultural chemicals and fertilizers. The Company believes that Mr. Andrews is qualified as an Audit Committee Financial Expert because he has acted as director and chairman of the audit committee of several public mining companies.
H. Code of Ethics
The Company has adopted a Code of Ethics that applies to all directors, officers, consultants and employees of the Company.
The Code of Ethics covers a wide range of financial and non-financial business practices and procedures. This Code of Ethics does not cover every issue that may arise, but it sets out basic principles to guide all executive and staff of the Company. If a law or regulation conflicts with a policy in this Code of Ethics, then personnel must comply with such law or regulation. If any person has any questions about this Code of Ethics or potential conflicts with a law or regulation, they should refer to the Company’s Whistleblower Policy.
All executive and staff should recognize that they hold an important role in the overall corporate governance and ethical standards of the Company. Each person is capable and empowered to ensure that the Company’s, its shareholders’ and other stakeholders’ interests are appropriately balanced, protected and preserved. Accordingly, the Code of Ethics provides principles to which all personnel are expected to adhere and advocate. The Code of Ethics embodies rules regarding individual and peer responsibilities, as well as responsibilities to the Company, the shareholders, other stakeholders, and the public generally.
A copy of the Code of Ethics and Whistleblower Policy previously has been filed as an exhibit with the SEC and is available at the Company’s website at www.avino.com. You may obtain a copy of the Code of Ethics and Whistleblower Policy upon request by contacting the Company’s Corporate Secretary at Suite 900, 570 Granville Street, Vancouver, British Columbia V6C 3P1, Canada.
I. Principal Accountant Fees and Services
The Company’s independent auditor for the fiscal years ended December 31, 2023 and 2022, was Deloitte LLP.(PCAOB ID No. 1208).
The following summarizes the significant professional services rendered by Deloitte LLP for the years ended December 31, 2023, and 2022.
Financial Year Ending |
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December 31 | Audit Fees1 |
| Audit Related Fees2 | Tax Fees3 |
| All Other Fees4 | ||
2023 |
| C$1,235,025 |
| C$29,631 |
| C$34,035 |
| Nil |
2022 |
| C$543,560 |
| C$25,923 |
| Nil |
| Nil |
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1 “Audit Fees” include fees necessary to perform the audit of the Company’s consolidated financial statements. Audit Fees include quarterly reviews, fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
2 “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include audit or attest services not required by legislation or regulation.
3 “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit- Related Fees”.
4 “All Other Fees” include fees relating to the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than the services reported under footnotes 1 to 3 above.
The Audit Committee will pre-approve all audit and non-audit services not prohibited by law to be provided by the independent auditors of the Company. These services may include audit services, audit-related services, tax services and other services. All services and fees described above were reviewed and pre-approved by the Audit Committee.
J. Off Balance Arrangements
The Company has no off-balance sheet arrangements. See Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2023, for an analysis of material cash requirements from known contractual and other obligations.
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K. Audit Committee
The Company has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee members consist of Mr. Peter Bojtos (Chair), Jasman Yee and Ronald Andrews.
L. Mine Safety Disclosure
The Company does not operate any mine in the United States and has no mine safety incidents to report for the year ended December 31, 2023.
M. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
None.
N. Recovery of erroneously awarded compensation
None.
O. Consent to Service of Process
The Company has previously filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file this Form 40-F arises. Any change to the name or address of the Company's agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of the Company.
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EXHIBITS
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SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant hereby certifies that it meets all of the requirements for filing this Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| Avino Silver & Gold Mines, Ltd. |
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Date: March 28, 2024 | By: | /s/ David Wolfin |
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| David Wolfin, President, and Chief Executive Officer |
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EXHIBIT 97.1
Avino Silver & Gold Mines Ltd.
Clawback Policy
Introduction
The Board of Directors (the “Board”) of the Avino Silver & Gold Mines Ltd. (the “Company”), acting in the best interest of the Company and its shareholders, has therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 811 of the NYSE American Company Guide (the “Rule 811”).
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
Covered Executives
This Policy applies to the Company’s current and former executive officers, including but not limited to the Company’s Principal Executive Officer and Principal Financial and Accounting Officer, as determined by the Board in accordance with the definition in Section 10D of the Exchange Act and Rule 811, and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Board (“Covered Executives”).
Recoupment; Accounting Restatement
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Board will require reimbursement or forfeiture of any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.
Incentive Compensation
Incentive Compensation means all incentive-based compensation received by a Covered Executive (i) on or after the Effective Date, regardless of if the incentive-based compensation results from a compensation contract or arrangement existing prior to the Effective Date, (ii) after beginning service as a Covered Executive, (iii) who served as a Covered Executive at any time during the applicable performance period for that incentive-based compensation, (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as defined above.
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For purposes of this Policy, Incentive Compensation may include, but not limited to, any of the following; provided that, such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure: annual bonuses and other short- and long-term cash incentives, stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, or performance units.
For purpose of this Policy, financial reporting measures may include, but not limited to, any of the following: company stock price, revenues, or net income.
Excess Incentive Compensation: Amount Subject to Recovery
The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board, without regard to any taxes paid by the Covered Executive in respect of the Incentive Compensation paid based on the erroneous data.
If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:
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| (b) | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; |
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| (c) | offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
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| (d) | cancelling outstanding vested or unvested equity awards; and/or |
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| (e) | taking any other remedial and recovery action permitted by law, as determined by the Board. |
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No Indemnification
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.
Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act, any applicable rules or standards adopted by the Securities and Exchange Commission, and Rule 811.
Effective Date
This Policy shall be effective as of November [*], 2023 (the “Effective Date”) and shall apply to Incentive Compensation that is received by Covered Executives on or after the Effective Date, even if such Incentive Compensation was approved, awarded, or granted to Covered Executives prior to the Effective Date.
Amendment; Termination
The Board has full discretion to amend, modify, supplement, rescind or replace all or any portion of this Policy at any time, except that no amendment or termination of this Policy shall be effective if such amendment or termination would cause the Company to violate any federal securities laws, SEC rule or NYSE American rule.
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply with the definitions and obligations set forth under the Rule 811, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or NYSE American promulgated or issued in connection therewith as of the Effective Date. This Policy shall be deemed to automatically update to conform to any amendment to the definitions and obligations set forth under the Rule 811, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or NYSE American promulgated or issued in connection therewith that are effective as of a date that is after the Effective Date.
Other Recoupment Rights
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
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Relationship to Other Plans and Agreements
The Board intends that this Policy will be applied to the fullest extent of the law. Any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, be construed to incorporate an agreement by the Covered Executive to abide by the terms of this Policy. In the event of any inconsistency between the terms of the Policy and the terms of any employment agreement, equity award agreement, or similar agreement under which Incentive Compensation has been granted, awarded, earned or paid to a Covered Executive, whether or not deferred, the terms of the Policy shall govern.
Acknowledgment
The Covered Executives shall sign an acknowledgment form in the form attached hereto as Exhibit A in which they acknowledge that they have read and understand the terms of the Policy and are bound by the Policy.
Impracticability
The Board shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and Rule 811.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
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Exhibit A
ATTESTATION AND ACKNOWLEDGEMENT OF
CLAWBACK POLICY
I, the undersigned, affirm and acknowledge that I am fully bound by, and subject to, all of the terms and conditions of Avino Silver & Gold Mines Ltd.’s Clawback Policy, as may be amended, restated, supplemented or otherwise modified from time to time, (the “Policy”). In the event of any inconsistency between the Policy and the terms of any employment agreement to which I am a party, or the terms of any compensation plan, program or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern. In the event the Compensation Committee and/or Board determines that any amounts granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Any capitalized terms used in this Acknowledgment without definition shall have the meaning set forth in the Policy.
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EXHIBIT 99.1
ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2023
DATED MARCH 28, 2024
ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2023
TABLE OF CONTENTS
| PRELIMINARY NOTES | 3 |
| CORPORATE STRUCTURE | 6 |
| GENERAL DEVELOPMENT OF THE BUSINESS | 7 |
| DESCRIPTION OF THE BUSINESS | 11 |
| MINERAL RESOURCE ESTIMATES | 20 |
| MATERIAL MINERAL PROJECTS | 20 |
| RISK FACTORS | 21 |
| DIVIDENDS | 32 |
| GENERAL DESCRIPTION OF CAPITAL STRUCTURE | 33 |
| MARKET FOR SECURITIES | 33 |
| DIRECTORS AND OFFICERS | 34 |
| CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS | 36 |
| CONFLICTS OF INTEREST | 37 |
| PROMOTERS | 37 |
| LEGAL PROCEEDINGS AND REGULATORY ACTIONS | 37 |
| INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 38 |
| TRANSFER AGENT AND REGISTRAR | 38 |
| MATERIAL CONTRACTS | 38 |
| NAMES AND INTERESTS OF EXPERTS | 38 |
| AUDIT COMMITTEE INFORMATION | 39 |
| ADDITIONAL INFORMATION | 40 |
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| APPENDIX “A” - DEFINITIONS, TECHNICAL TERMS, ABBREVIATIONS | A1 |
| APPENDIX “B” - AUDIT COMMITTEE CHARTER | B1 |
| APPENDIX “C” - MATERIAL MINERAL PROJECTS | C1 |
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PRELIMINARY NOTES
Effective Date of Information
All information in this annual information form (this “AIF”) of Avino Silver & Gold Mines Ltd. (“Avino” or the “Company”) is as at December 31, 2023, unless otherwise indicated. This AIF is dated March 28, 2024.
Additional Information
Additional information is provided in the Company’s audited consolidated financial statements for the years ended December 31, 2023 and 2022 (the “2023 Annual Financial Statements”) and Management’s Discussion and Analysis dated March 20, 2024 for the year ended December 31, 2023 (the “2023 Annual MD&A”), each of which has been filed on the Company’s profile on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR+”) (www.sedarplus.ca). Additional information, including directors’ and officers’ remuneration and indebtedness and information concerning the principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans, where applicable, will be contained in the Company’s Management Information Circular to be filed in connection with its upcoming annual meeting of shareholders for 2024 (the “2024 Circular”). This information, including the 2023 Annual MD&A and the 2023 Annual Financial Statements, and other additional information relating to the Company may be found in the Company's public filings with provincial securities regulatory authorities which can be found on the Company's profile on the SEDAR+ website at www.sedarplus.ca and with the U.S. Securities and Exchange Commission (the "SEC") on the Electronic Data-Gathering, Analysis and Retrieval ("EDGAR") website at www.sec.gov/edgar.html or, in the case of the 2024 Circular, will be made available in accordance with the time requirements of Canadian and U.S. securities laws.
Non-IFRS Measures
The Company has included certain non-IFRS and other financial measures, which the Company believes, that together with measures determined in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS financial measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar non-IFRS and other financial performance measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Reconciliations and descriptions can be found under the heading, “Non-IFRS Measures” of the 2023 MD&A, which section is incorporated by reference herein and is available on SEDAR+ at www.sedarplus.ca.
Interpretation and Definitions
A glossary of certain technical terms, abbreviations and measurement conversions is set forth in Appendix “A”.
***
| - 3 - |
Currency and Exchange Rate
Unless otherwise indicated, in this AIF all references to “dollar” or the use of the symbol “$” are to the United States dollar and all references to “C$” are to the Canadian dollar. The daily average exchange rate for Canadian dollars in terms of the United States dollar on December 31, 2023 and March 27, 2024 as reported by the Bank of Canada was 1.3544 and 1.3587, respectively.
| United States Dollars into Canadian Dollars | 2023 | 2022 | 2021 |
| Closing | 1.3226 | 1.3544 | 1.2678 |
| Average | 1.3495 | 1.3017 | 1.2537 |
| High | 1.3875 | 1.3856 | 1.2942 |
| Low | 1.3215 | 1.2451 | 1.2040 |
Forward‐Looking Statements
Statements contained in this AIF that are not current or historical factual statements may constitute “forward-looking information” or ‘”forward-looking statements” within the meaning of applicable Canadian and United States securities laws (“forward-looking statements”). These forward-looking statements are presented for the purpose of assisting the Companys securityholders and prospective investors in understanding management's views regarding those future outcomes and may not be appropriate for other purposes. When used in this AIF, the words “may”, “would”, “could”, “will”, intend, “plan”, “anticipate”, “believe”, “seek”, “propose”, “estimate”, “expect”, and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. All such forward-looking statements are subject to important risks, uncertainties and assumptions. These statements are forward-looking because they are based on current expectations, estimates and assumptions. It is important to know that: (i) unless otherwise indicated, forward-looking statements in this AlF and its appendices describe expectations as at the date hereof; and (ii) actual results and events could differ materially from those expressed or implied. Capitalized terms used but not defined in this “Forward-Looking Statements”section of the AIF shall have the meaning ascribed to such term elsewhere in the AIF.
Specific forward-looking statements in this AIF include, but are not limited to: any objectives, expectations, intentions, plans, results, levels of activity, goals or achievements; estimates of mineral resources; the realization of mineral resource estimates; the impairment of mineral properties and non-producing properties; the timing and amount of estimated future production, production guidance, costs of production, capital expenditures, costs and timing of development; the success of exploration and development activities.
With respect to underground development improvements, equipment procurement and the drilling program and expected results thereof; material uncertainties that may impact the Company’s liquidity in the short term; the effects of COVID-19; changes in accounting policies not yet in effect; permitting timelines; government regulation of mining operations; environmental risks; labour relations, employee recruitment and retention; the timing and possible outcomes of pending disputes or litigation; negotiations or regulatory investigations; exchange rate fluctuations; cyclical or seasonal aspects of our business; our dividend policy; capital expenditures; the Company’s ability to operate mine; statements relating to the future financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company; the suspension of certain operating metrics such as cash costs and all-in sustaining costs; the liquidity of the Common Shares; and other events or conditions that may occur in the future.
Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company’s ability to control or predict that may cause the actual results, performance or achievements of the Company, or developments in the Company’s business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements.
| - 4 - |
Some of the risks and other factors (some of which are beyond the Company’s control) that could cause results to differ materially from those expressed in the forward-looking statements and information contained in this AIF include, but are not limited to: risks associated with market fluctuations in commodity prices; risks related to changing global economic conditions, which may affect the Company's results of operations and financial condition including risks related to mineral resources, development and production and the Company's ability to sustain or increase present production; risks related to global financial and economic conditions; risks related to government regulation and environmental compliance; risks related to mining property claims and titles, and surface rights and access; risks related to labour relations, disputes and/or disruptions, employee recruitment and retention; the Company's material properties are located in Mexico and are subject to changes in political and economic conditions and regulations in that country; risks related to the Company’s relationship with the communities where it operates; risks related to actions by certain non-governmental organizations; substantially all of the Company's assets are located outside of Canada, which could impact the enforcement of civil liabilities obtained in Canadian and U.S. courts; risks related to currency fluctuations that may adversely affect the financial condition of the Company; the Company may need additional capital in the future and may be unable to obtain it or to obtain it on favourable terms; risks associated with the Company's outstanding debt and its ability to make scheduled payments of interest and principal thereon; the Company may engage in hedging activities; risks associated with the Company's business objectives; risks relating to mining and exploration activities and future mining operations; operational risks and hazards inherent in the mining industry; risks related to competition in the mining industry; risks relating to negative operating cash flows; risks relating to the possibility that the Company’s working capital requirements may be higher than anticipated and/or its revenue may be lower than anticipated over relevant periods; and risks relating to climate change and the legislation governing it.
The list above is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors and others should carefully consider these and other factors and not place undue reliance on the forward-looking statements. The forward-looking statements contained in this AIF represent the Company’s views only as of the date such statements were made. Forward-looking statements contained in this AIF are based on management’s plans, estimates, projections, beliefs and opinions as at the time such statements were made and the assumptions related to these plans, estimates, projections, beliefs and opinions may change. Although forward-looking statements contained in this AIF are based on what management considers to be reasonable assumptions based on information currently available to it, there can be no assurances that actual events, performance or results will be consistent with these forward- looking statements, and management's assumptions may prove to be incorrect. Some of the important risks and uncertainties that could affect forward-looking statements are described further in the AIF. The Company cannot guarantee future results, levels of activity, performance or achievements, should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, the actual results or developments may differ materially from those contemplated by the forward-looking statements. The Company does not undertake to update any forward-looking statements, even if new information becomes available, as a result of future events or for any other reason, except to the extent required by applicable securities laws.
| - 5 - |
CORPORATE STRUCTURE
Name, Address and Incorporation
The Company was incorporated by Memorandum of Association under the laws of the Province of British Columbia on May 15, 1968, and on August 22, 1969, by virtue of an amalgamation with Ace Mining Company Ltd., became a public company whose common shares are registered under the Exchange Act, changing its name to Avino Mines & Resources Limited. On April 12, 1995, the Company changed its corporate name to International Avino Mines Ltd., and on August 29, 1997, the Company changed its corporate name to Avino Silver & Gold Mines Ltd., its current name, to better reflect the business of the Company of exploring for and mining silver and gold.
The Company is a reporting issuer in all Provinces of Canada, except for Quebec, a foreign private issuer in the United States, and is listed on the Toronto Stock Exchange, under the symbol “ASM”, on the NYSE-American under the symbol “ASM”, and on the Berlin and Frankfurt Stock Exchanges under the symbol “GV6”. The principal executive office of the Company is located at Suite 900, 570 Granville Street, Vancouver, British Columbia V6C 3P1, and its telephone number is 604-682-3701.
The Company is a natural resource company primarily engaged in the extracting and processing of silver and to a lesser extent, gold and copper and the acquisition and exploration of natural resource properties. The Company’s principal business activities have been the exploration for and extracting and processing of silver, gold and copper at mineral properties located in the State of Durango, Mexico. To a lesser extent, the Company also owns other exploration and evaluation assets in British Columbia, Canada.
Our Common Shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “ASM.TO”, on the NYSE American under the symbol “ASM”, and on the Berlin and Frankfurt Stock Exchanges under the symbol “GV6”.
Inter-Corporate Relationships
The organizational chart below indicates the inter-corporate relationships between the Company and its material subsidiaries (and includes their jurisdiction of organization) as of the date hereof. Unless otherwise indicated, all such subsidiaries are wholly owned.
| - 6 - |
GENERAL DEVELOPMENT OF THE BUSINESS
Overview
Avino Silver & Gold Mines Ltd. (the “Company” or “Avino”) was incorporated in 1968 under the laws of the Province of British Columbia, Canada. The Company is engaged in the production and sale of silver, gold, and copper and the acquisition, exploration, and advancement of mineral properties.
The Company’s head office and principal place of business is Suite 900, 570 Granville Street, Vancouver, BC, Canada. The Company is a reporting issuer in Canada and the United States, and trades on the Toronto Stock Exchange (“TSX”), the NYSE American, and the Frankfurt and Berlin Stock Exchanges.
In Durango, Mexico, the Company operates the Avino Mine which produces copper, silver and gold at the historic Avino property in the state of Durango, Mexico (the “Avino Property”), after declaring commercial production effective July 1, 2015. As of today, the Company continues to produce from the Avino Mine. Also in Durango, the Company also holds 100% interest in Proyectos Mineros La Preciosa S.A. de C.V . (“La Preciosa”), a Mexican corporation which owns the La Preciosa property in Durango, Mexico (the “La Preciosa Property”), located approximately 20 kms southwest of the Avino Property.
Avino’s remaining Mexican properties, as well as its Canadian properties, are all in the exploration stage. In order to determine if a commercially viable mineral deposit exists in any of these properties, further geological work will need to be done, and based upon the results of that work a final evaluation will need to be made to conclude on economic and legal feasibility. The Company is currently focusing on extracting and processing resources at the Avino Property and continuing to advance the La Preciosa Property. The Company’s other Canadian properties are not deemed to be material and have been optioned to Endurance Gold Corporation, or have been sold. (see: Three Year History- Fiscal 2022 and Fiscal 2023 below for further details).
Three Year History
Fiscal 2021
On January 13, 2021, the Company announced an updated mineral resource estimate for the Company’s Avino Property located near Durango in west-central Mexico. The updated estimate includes the Avino Property’s Avino Mine (Elena Tolosa – “ET”) vein systems, the San Gonzalo Mine, and the Avino Property’s Oxide Tailings.
On January 29, 2021, the Company announced that it had entered into a sales agreement with Cantor Fitzgerald & Co. (the “Designated Agent”), H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC, and A.G.P./Alliance Global Partners (collectively, with the Designated Agent, the “Agents”), as agents or as principals, for the distribution of the Offered Shares in the United States up to the aggregate sales amount of $25.0 million (the “Maximum Amount”), in accordance with the terms of the Sales Agreement (the “Offering” or the “ATM”). Pursuant to the Offering, during fiscal 2021, the Company sold, through the Designated Agent, approximately 10.3 million common shares at average price per share of $1.87 for gross proceeds of approximately $19.2 million.
On August 3, 2021, the Company announced that mining operations had restarted at its Avino Mine.
On October 27, 2021, the Company announced that it has entered into a share purchase agreement (the “La Preciosa Transaction”) with Coeur Mining Inc. (“Coeur”) to acquire through the purchase of shares of certain holding companies, the La Preciosa Property. The La Preciosa Property is located adjacent to the Avino Mine in the state of Durango, Mexico. The La Preciosa Transaction closed on March 21, 2022.
The Company acquired the La Preciosa property for consideration of $20,000,000, of which $15,000,000 was paid at the closing of the La Preciosa Transaction and the remaining $5,000,000 was payable pursuant to a non-interest bearing promissory note, which was paid before the first anniversary of the closing date.
| - 7 - |
Avino also issued to Coeur 14,000,000 common shares and share purchase warrants which were exercisable to acquire up to 7,000,000 common shares at $1.09 per share until September 23, 2023.
Additional cash consideration of $8.75 million will be payable by the Company to Coeur within 12 months of initial production of the La Preciosa Property. Avino may elect to pay up to half of the contingent cash consideration in Avino shares, subject to certain limitations. Coeur will retain ownership of a 1.25% net smelter royalty on the Gloria and Abundancia areas of the La Preciosa Property, and a 2.00% gross value royalty on all areas of the La Preciosa Property, other than the Gloria and Abundancia areas. The Company has also agreed to pay Coeur $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 the La Preciosa Property, 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.
The completion of the La Preciosa Transaction was subject to a number of customary conditions precedent, as well as, the authorization of the Mexican Federal Economic Commission. The Toronto Stock Exchange provided approval of the project and the NYSE American approved the listing of the common shares and warrants to be issued in the La Preciosa Transaction.
Fiscal 2022
On March 21, 2022, the Company announced the closing of the La Preciosa Transaction. The La Preciosa Property hosts of one of the largest undeveloped primary silver resources in Mexico and is located adjacent to Avino’s existing operations at the Avino Property. Avino believes that the La Preciosa Transaction has a strong rationale given the close proximity of the La Preciosa Property to Avino’s existing mine and infrastructure which could yield numerous financial and operational synergies, including reducing the environmental footprint associated with the development of a stand alone La Preciosa operation.
On April 7, 2022, the Company announced the results from the Oxide Tailings Project that sits within our tailings storage facility #1 (“TSF#1”) on the Avino Property. The 2021 drill program included 110 drill holes for a total of 3,645 metres of drilling. The drilling follows up the 2015/2016 campaign for which the 2016 NI 43-101 Preliminary Economic Assessment (“PEA”) was based on, which can be found on Avino’s SEDAR profile. The drill density of the current program should be sufficient to upgrade most of the existing inferred mineral resources to the measured and indicated categories, and to potentially expand the resources. Furthermore, a comprehensive sampling program is underway for an upcoming metallurgical testing program. Once completed and assuming results are conclusive, the existing PEA will be used as the framework for an updated study with the intention of increasing confidence to the Pre-Feasibility Study level.
By an option agreement dated May 2, 2022, the Company granted Endurance Gold Corporation (“Endurance”) the right to acquire an option to earn 100% ownership of the former Minto Gold Mine, Olympic and Kelvin gold prospects contained within a parcel of crown grants and mineral claims in British Columbia, Canada (the “Olympic Claims”). The Olympic Claims are owned by Avino and are located on the north and south shores of British Columbia’s Hydro’s Carpenter Lake Reservoir in the Bridge River Valley, east of the Royal Shear trend.
Under the terms of the option agreement, Endurance can earn a 100% interest in the Olympic Claims if they pay Avino a total cash consideration in the aggregate amount of C$100,000(of which $55,000 has been paid), issue up to a total of 1,500,000 common shares (of which 600,000 have been issued) of Endurance (the “Endurance Shares”) and incur exploration expenditures in the aggregate amount of C$300,000; all of which is to be incurred by December 31, 2024.
| - 8 - |
In the event that Endurance earns the 100% interest, the Olympic Claims will be subject to a 2% net smelter return royalty (“NSR”), of which 1% NSR can be purchased by Endurance for C$750,000 and the remaining balance of the NSR can be purchased for C$1,000,000.
As part of the final requirement to earn its interest, Endurance agreed to grant to Avino 750,000 share purchase warrants of Endurance (“the Endurance Warrants”) by December 31, 2024, that offer Avino the option to purchase Endurance Shares for a period of three years from the date of issuance. The exercise price of the Endurance Warrants will be set at a 25% premium to the 20-day VWAP share price at the issuance date. During the option period, if Endurance is successful in defining a compliant mineral resource of at least 500,000 gold-equivalent ounces on the Olympic Claims then Endurance will be obliged to pay Avino a C$1,000,000 discovery bonus.
Any Endurance Shares or Endurance Warrants issued under the option agreement will be subject to a four-month and a day hold period on issuance in accordance with applicable securities legislation.
Fiscal 2023
On July 5, 2023, the Company released the results of three holes from below Level 17, the current deepest workings at the ET area of the Avino system. Drill Hole ET-23-13 showed 44.40 metres true width of mineralization and is a step-out 50 metres to the west of Avino’s most westerly drill hole at 200 metres downdip below Level 17. This mineralized intercept is exceptionally wide and has very high silver, gold and copper grades. The vein system continues to be open along strike and at depth.
On September 14, 2023, the Company released the results of four additional holes from below Level 17, the current deepest workings at the Elena Tolosa (“ET”) area of the Avino system. These latest deep step-out holes test the SW extent of the robust Avino vein, and one infill hole was drilled to confirm local continuity. This drilling follows the continuity of the steeply dipping mineralization and aids in understanding the deep source of the mineralization. The Company is looking at the potential geometry and controls of the mineralization to come up with a model. Avino has completed its planned and budgeted drilling program for the year by drilling 7,545 metres in 13 drill holes. Our geologists on site are working through the recommendations made by our consulting geologists to study the potential of the entire ore body. The 2023 results will be reviewed to determine exploration plans and budget for 2024. The drill holes hits substantial widths at grades well above our current cut-off grades for mining.
The dry stack tailings facility has been fully operational for a year. The conveyor system is installed and is currently transporting the pressed dry residues to the disused Avino open pit area. A tab is now available on our website that provides further information on our tailings management system, along with a video (in Spanish) from the minesite that can be viewed. In addition, a selection of short videos of the facility in operation can be viewed under Videos and Media.
During the year ended December 31, 2023, the Company sold its 100% interest in 14 quartz leases located in the Mayo Mining Division of Yukon, Canada, which collectively comprise the Eagle Property, to a subsidiary of Hecla Mining Company, for cash consideration of C$250,000.
Corporate Social Responsibility (CSR) Award
In August 2023, the Company announce that it has received for the first time, the ESR “Empresa Socialmente Responsible ESR 2022” Award granted by the Mexican Center for Philanthropy (El Centro Mexicano para la Filantropia or Cemefi, and the Alliance for Corporate Social Responsibility (Alizanza por la Responsabilidad Social Empresarial or (AliaRSE)).
The ESR® Award is obtained through a diagnostic process based on indicators reviewed and endorsed annually by a committee of experts in the various CSR areas, supported with documentary evidence, an assessment differentiated by company size and by maturity levels, and an external verification process.
| - 9 - |
Recent Developments
On February 5, 2024, the Company released the results of the Oxide Tailings Project Prefeasibility Study for the Avino Property, Durango Mexico (the “Report”) prepared in accordance with National Instrument 43-101 – Standard for Disclosure for Mineral Projects with a NPV US$98 million (pre-tax) and US$61 million (post-tax) at a 5% discount rate, IRR 35% (pre-tax) and 26% (post-tax), proven and probable mineral reserves of 6.70 million tonnes at a silver and gold grade of 55 g/t and 0.47 g/t respectively, over a 9-year LOM in respect of the existing oxide tailings. The completion of the Report is a milestone in our 5-year growth plan to become an intermediate silver producer in Mexico.
On January 9, 2024, the Company announced that it had signed a long-term land-use agreement with a local community for the development of La Preciosa in Durango, Mexico. La Preciosa hosts one of the largest undeveloped primary silver resources in Mexico and is located approximately 19 kilometres from the current Avino Mine production operations. With this long-term land-use agreement in place, the Company will start planning to commence hauling of old surface stockpiles of material to our mill at the Avino Mine for processing. In addition, the Company will now begin the filing of the environmental permit for underground extraction. The La Preciosa mine represents a key pillar in Avino’s transformational growth strategy.
DESCRIPTION OF THE BUSINESS
Summary
The Company is engaged in the evaluation, acquisition, exploration, development and operation of precious metals and polymetallic mineral properties, primarily those already producing or with the potential for near- term production. The Company’s geographic focus is Mexico. The Company owns and operates the Avino Mine on the Avino Property in Durango, Mexico and owns the La Preciosa Property in Durango, Mexico.
Principal Product
The Company produces copper concentrates containing silver, gold and copper. The Company believes that because of the availability of alternate processing and commercialization options for its concentrates, it is not dependent on a particular purchaser with regard to the sale of its products. However, the company has entered into a long-term concentrate sales agreement with Samsung C&T U.K Limited for the sale of Avino’s concentrates at the Avino Mine.
Production
The Company operates the 100% owned Avino Mine on the Avino Property located near in the State of Durango, Mexico. The Company previously produced a silver-gold concentrate from the San Gonzalo Mine on the same property; however, in 2019, the Company ceased production operations at San Gonzalo to focus on the Avino Mine.
The Avino Mine produces a copper concentrate containing copper, silver and gold. Ore mined at the Avino Mine is milled on the Avino Property.
| - 10 - |
Consolidated Results and Developments
Financial Results – in 000s
|
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||
| Revenue from mining operations |
|
| 43,889 |
|
| $ | 44,187 |
|
| $ | 11,228 |
|
| Cost of sales |
|
| 36,070 |
|
|
| 29,125 |
|
|
| 7,681 |
|
| Mine operating income |
|
| 7,819 |
|
|
| 15,062 |
|
|
| 3,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| General and administrative expenses |
|
| 5,620 |
|
|
| 5,156 |
|
|
| 3,566 |
|
| Share-based payments |
|
| 2,269 |
|
|
| 2,024 |
|
|
| 1,469 |
|
| Income (loss) before other items |
|
| (70 | ) |
|
| 7,882 |
|
|
| (1,488 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other items |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest and other income |
|
| 414 |
|
|
| 20 |
|
|
| 178 |
|
| Unrealized gain (loss) on long-term investments |
|
| (931 | ) |
|
| (2,103 | ) |
|
| (423 | ) |
| Fair value adjustment on warrant liability |
|
| 478 |
|
|
| 2,395 |
|
|
| 1,581 |
|
| Realized loss on warrants exercised |
|
| - |
|
|
| - |
|
|
| (1,106 | ) |
| Unrealized Foreign exchange gain (loss) |
|
| 110 |
|
|
| (17 | ) |
|
| (61 | ) |
| Project evaluation expenses |
|
| - |
|
|
| (81 | ) |
|
| (176 | ) |
| Finance cost |
|
| (81 | ) |
|
| (273 | ) |
|
| (52 | ) |
| Accretion of reclamation provision |
|
| (49 | ) |
|
| (44 | ) |
|
| (47 | ) |
| Interest expense |
|
| (381 | ) |
|
| (99 | ) |
|
| (24 | ) |
| Income (loss) from continuing operations before income taxes |
|
| (510 | ) |
|
| 7,680 |
|
|
| (1,618 | ) |
| Income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
| Current income tax expense |
|
| 527 |
|
|
| (1,144 | ) |
|
| (27 | ) |
| Deferred income tax (expense) recovery |
|
| 525 |
|
|
| (3,440 | ) |
|
| (412 | ) |
| Income tax (expense) recovery |
|
| 1,052 |
|
|
| (4,584 | ) |
|
| (439 | ) |
| Net income (loss) |
|
| 542 |
|
|
| 3,096 |
|
|
| (2,057 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
| Currency translation differences |
|
| 15 |
|
|
| (254 | ) |
|
| (159 | ) |
| Total comprehensive income (loss) |
|
| 557 |
|
| $ | 2,842 |
|
| $ | (2,216 | ) |
| Earnings (loss) per share from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic & Diluted |
| $ | 0.00 |
|
| $ | 0.03 |
|
| $ | (0.02 | ) |
| Earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic & Diluted |
| $ | 0.00 |
|
| $ | 0.03 |
|
| $ | (0.02 | ) |
| Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
| 121,261,696 |
|
|
| 114,372,371 |
|
|
| 100,161,357 |
|
| Diluted |
|
| 125,346,674 |
|
|
| 117,615,898 |
|
|
| 100,161,357 |
|
| - 11 - |
Financial Results – Year ended December 31, 2023, compared to year ended December 31, 2022
Revenues
The Company recognized revenues net of penalties, treatment costs and refining charges, of $43.9 million on the sale of Avino Mine bulk copper/silver/gold concentrate, compared to $44.2 million revenues for year ended December 31, 2022, a decrease of $0.3 million. The sales are in line with prior year as a result of higher realized metal prices in 2023, primarily for gold and silver, partially offset by lower payable silver equivalent ounces sold in the current period of 2.08 million, compared to 2.45 million in 2022. This was a result of mine production in areas of lower feed grade, resulting in lower recoveries and fewer ounces produced in the current year compared to 2022. The decrease was partially offset by higher realized metal prices for silver and gold in the current year.
Metal prices for revenues recognized during the period were $23.46 per ounce of silver, $1,953 per ounce of gold, and $8,439 per tonne of copper, compared to $21.51, $1,788, and $8,552, respectively, for the same period in 2022.
Cost of Sales & Mine Operating Income
Cost of sales was $36.1 million, compared to $29.1 million in 2022, an increase of $7.0 million. The increase in cost of sales is partially attributable to 14% higher milled tonnes during 2023 compared to 2022, as well as 24% higher mined tonnes in the same period, which resulted in higher overall overhead costs despite lower ounces sold in the current year when compared to 2022. The increase is also attributable to a stronger Mexican peso during the period, which directly impacted labour and contractor costs. The Company prides itself in operating primarily with local workers and contractors for its mining operations.
Mine operating income, after depreciation and depletion, was $7.8 million, compared to $15.1 million in 2022. The decrease in mine operating income is a result of the increased cost of sales noted above. Further, unit costs were directly impacted due to a stronger Mexican Peso, especially labour and contractor costs. These increases were partially offset by higher realized metal prices during 2023 compared to 2022, as noted above.
General and Administrative Expenses & Share-Based Payments
General and administrative expenses was $5.6 million, compared to $5.2 million during the corresponding period in 2022, with the increases primarily due to additional professional fees incurred following the inclusion of La Preciosa into ongoing operations.
Share-based payments was $2.3 million, compared to $2.0 million for the same period in 2022, an increase of $0.3 million. The increase is a direct result of the timing of option and RSU grants, and fluctuations in share price on the date of issuance.
Other Items
Other Items totaled loss of $0.4 million for the period, a change of $0.2 million compared to $0.2 million in 2022.
Unrealized loss on long-term investments was $0.9 million, a positive movement of $1.2 million compared to a loss of $2.1 million in 2022. This is a direct result of fluctuations in the Company’s investment in shares of Talisker Resources , and to a less extent, the Company’s investment in shares of Silver Wolf Exploration and Endurance Gold Corp.
| - 12 - |
Fair value adjustment on warrant liability was a gain of $0.5 million, a decrease to income of $1.9 million compared to a gain of $2.4 million in 2022. The fair value adjustment on the Company’s warrant liability relates to the issuance of US dollar-denominated warrants, which are re-valued each reporting period, and the value fluctuates with changes in the US-Canadian dollar exchange rate, and in the variables used in the valuation model, such as the Company’s US share price, and expected share price volatility. All US dollar-denominated warrants expired in September 2023.
Interest expense for the period was $0.4 million, a change of $0.3 million compared to an expense of $0.1 million in the comparable period of 2022. The increase in interest expense is mainly attributable to new mining equipment acquired under leases during 2023.
Foreign exchange gain for the period was $0.1 million, a change of $0.1 million compared to a loss of Nil in the comparable period of 2022. Foreign exchange gains or losses result from transactions in currencies other than the Canadian dollar functional currency. During both periods, the Canadian dollar and the US dollar depreciated in relation to the Mexican peso, resulting in a foreign exchange loss.
The remaining Other Items resulting in a gain of $0.3 million for the year ended December 31, 2023 and a loss of $0.2 million for the year ended December 31, 2022.
Current and Deferred Income Taxes
Current income tax recovery was $0.5 million in 2023, a change of $1.6 million compared to $1.1 in income tax expense for the comparable period of 2022. The movements are a result of higher profits generated in 2022, resulting in increased income tax expense, whereas in 2023, the Company was in a recovery position as a result of less profitable mining operations in the early part of the year.
Deferred income tax recovery was $0.5 million, a change of $3.9 million compared to a tax expense of $3.4 million in 2022. Deferred income tax fluctuates due to movements in taxable and deductible temporary differences related to the special mining duty in Mexico and to changes in inventory, plant, equipment and mining properties, and exploration and evaluation assets, amongst other factors. The changes in current income taxes and deferred income taxes during the current and comparable periods primarily relate to movements in the tax bases and mining profits and/or losses in Mexico.
Net Income/Loss
Net income was $0.5 million for the period, or $0.00 per share, compared to income of $3.1 million, or $0.03 per share during comparable period of 2022. The changes are a result of the items noted above, which are primarily increases in cost of sales resulting in a decrease of mine operating income, slight increases in general and administrative expenses and share-based payments. Net income was further impacted by movements in unrealized foreign exchange, fair value adjustments on the warrant liability, and a decreased unrealized loss on investments, as noted above.
Financial Results – Year ended December 31, 2022, compared to year ended December 31, 2021
Revenues
The Company recognized revenues net of penalties, treatment costs and refining charges, of $44.2 million on the sale of Avino Mine bulk copper/silver/gold concentrate, compared to revenues of $11.2 million for year ended December 31, 2021, an increase of $33.0 million, or 294%. The increase is a direct result of a full year of revenues during 2022 compared to only 4 months of revenues in 2021, following the restart of mining operations in August 2021. The Company sold 2.45 million silver equivalent payable ounces in 2022, compared to 525 thousand silver equivalent payable ounces in 2021, representing an increase of 367%.
The increase in revenues were partially offset by lower metal prices in 2022 compared to 2021. Metal prices for revenues recognized during the period were $21.51 per ounce of silver, $1,788 per ounce of gold, and $8,552 per tonne of copper, in the prior year quarter, compared to $23.18, $1,802, and $9,524, respectively, for the same period in 2021.
| - 13 - |
Cost of Sales & Mine Operating Income
Cost of sales was $29.1 million, compared to $7.7 million in 2021, an increase of $21.4 million, or 278%. The increase in cost of sales is inline with the increase in ounces sold and revenues noted above and is directly attributable to mining operations being active during the full year ended December 31, 2022.
In 2022, tonnes milled increased by 228%, and total silver equivalent ounces produced increased by 215%, when compared to 2021. This is a direct result of full mining operations for the twelve-month period in 2022 when compared to four months of production mining operations in 2021. Further, a write down of equipment was recorded for the period totaling $0.3 million, compared with $Nil in prior year.
Mine operating income was $15.1 million, compared to mine operating income of $3.5 million, an increase of $11.6 million. This is a direct result of the items noted above.
General and Administrative Expenses & Share-Based Payments
General and administrative expenses was $5.1 million, compared to $3.6 million in 2021, with the increases coming from the increased corporate activity surrounding ramp up procedures and the acquisition of La Preciosa.
Share-based payments was $2.0 million, compared to $1.5 million in 2021, an increase of $0.5 million. Movements in share-based payments are a direct result of the 2022 option and RSU grants carrying a higher expense when compared to the vesting of option and RSU issuances from 2020 and prior years, as well as the fact that there were no grants in 2021.
Other Items
Other Items totaled $0.2 million in losses for the period, an increase of $0.1 million compared to a loss of $0.1 million related to other items in the comparable period in 2021.
Unrealized loss on long-term investments was $2.1 million, an increase of $1.7 million compared to a loss of $0.4 million in 2021. This is a direct result of fluctuations in the Company’s investment in shares of Talisker Resources, as well as the Company’s investment in shares of Silver Wolf Exploration.
Fair value adjustment on warrant liability was a gain of $2.4 million, a favourable change of $0.8 million compared to a gain of $1.6 million in 2021. The fair value adjustment on the Company’s warrant liability relates to the issuance of US dollar-denominated warrants, which are re-valued each reporting period, and the value fluctuates with changes in the US-Canadian dollar exchange rate, and in the variables used in the valuation model, such as the Company’s US share price, and expected share price volatility.
Realized loss on warrants exercised was $Nil, a positive movement of $1.1 million compared to $1.1 million in 2021. During the current period, no warrants were exercised compared to 1.0 million warrants exercised in the comparable period in 2021.
Finance costs totaled $0.3 million in losses for the year, an increase of $0.2 million compared to a loss of $0.1 million in 2021. This is a direct result of the unwinding of the fair value adjustment on the note payable, which was issued in Q1 2022. There were no corresponding fair value adjustments to notes payable in 2021.
The remaining Other Items resulted in a loss of $0.2 million, fairly unchanged compared to a loss of $0.1 million for the same remaining Other Items in 2021.
| - 14 - |
Current and Deferred Income Taxes
Current income tax expense increase to $1.1 million compared to under $0.1 million in income tax expense for the prior year period. Given the return to profitable mining operations, the higher amount of current income tax expenses in 2022 is a result of income generated in the current period and relates primarily to the special mining duties tax on profits in Mexico.
Deferred income tax expense was $3.4 million, a change of $3.0 million compared to an expense of $0.4 million for the comparable period in 2021. Deferred income tax fluctuates due to movements in taxable and deductible temporary differences related to the special mining duty in Mexico and to changes in inventory, plant, equipment and mining properties, and exploration and evaluation assets, amongst other factors. The changes in current income taxes and deferred income taxes during the current and comparable periods primarily relate to movements in the tax bases and mining profits and/or losses in Mexico.
Net Income/Loss
Net income from all operations was $3.1 million for the period, or $0.03 per share, compared to a loss of $2.1 million, or $0.02 per share during the comparable period in 2021. The changes are a result of the items noted above, which are primarily increases in revenues and mine operating income, and movements in the fair value adjustment of the warrant liability and realized loss on warrants exercised. The positive movement in net income/loss was partially offset by increases to share-based payments, an increase to general and administrative expenses and an increased unrealized loss on investments, as well as increased current and deferred income tax expense, as noted above.
Statement of Financial Position
| (000’s) | December 31, 2023 | December 31, 2022 | December 31, 2021 |
| Cash | $ 2,688 | $ 11,245 | $ 24,765 |
| Total current assets | 23,535 | 25,585 | 35,478 |
| Total assets | 128,340 | 121,196 | 86,278 |
| Total current liabilities | 13,808 | 16,764 | 3,843 |
| Total liabilities | 22,339 | 23,175 | 7,771 |
| Share capital | 151,688 | 145,515 | 129,953 |
| Accumulated deficit | (51,423) | (52,096) | (55,953) |
| Total equity | 106,001 | 98,021 | 78,507 |
Cash and current assets have decreased year over year, as a result of the acquisition of La Preciosa, as well as capital re-investment into mining operations at Avino and exploration expenditures. As a result of these capital acquisitions, total assets have increased year over year.
Total current liabilities decreased in 2023 compared to 2022 as a result of the repayment of the $5 million note payable arising from the La Preciosa acquisition that closed during 2022, as well as reductions in taxes payable and the expiration of the warrants associated with the warrant liability. The decrease was partially offset by an increase in accounts payable and accrued liabilities and the current portion of finance lease obligations.
Current and total liabilities had increased in 2022 from 2021 as a result of the addition of the aforementioned $5 million note payable, as well as increases to accounts payable as the Company ramped up production mining activities during 2022.
Share capital and total equity increased year over year as a result of shares issued as partial consideration for the La Preciosa transaction in 2022 upon closing, as well as At The Market (“ATM”) share issuances for capital expansion purposes.
Accumulated deficit has decreased year over year as a result of profitable operations in both 2023 and 2022. Further details are available on operations in the “Financial Results” sections.
| - 15 - |
Operating Results
Avino Mine Production Highlights
|
| Q4 2023 | Q4 2022 | Change % | FY 2023 | FY 2022 | Change % |
| Total Mill Feed (dry tonnes) | 143,738 | 150,292 | -4% | 615,373 | 541,823 | 14% |
| Feed Grade Silver (g/t) | 56 | 70 | 20% | 54 | 62 | -13% |
| Feed Grade Gold (g/t) | 0.45 | 0.62 | -27% | 0.51 | 0.42 | 21% |
| Feed Grade Copper (%) | 0.49 | 0.53 | -7% | 0.47 | 0.61 | -23% |
| Recovery Silver (%) | 87% | 92% | -5% | 87% | 92% | -5% |
| Recovery Gold (%) | 70% | 81% | -14% | 72% | 78% | -8% |
| Recovery Copper (%) | 84% | 88% | -4% | 83% | 89% | -7% |
| Total Silver Produced (oz) | 224,723 | 309,856 | -27% | 928,643 | 985,185 | -6% |
| Total Gold Produced (oz) | 1,452 | 2,426 | -40% | 7,335 | 5,778 | 27% |
| Total Copper Produced (lbs) | 1,317,793 | 1,540,851 | -14% | 5,304,808 | 6,504,177 | -18% |
| Total Silver Equivalent Produced (oz)* | 558,460 | 770,127 | -27% | 2,415,232 | 2,655,502 | -9% |
*In Q4 2023, AgEq was calculated using metals prices of $23.50 oz Ag, $1,994 oz Au and $3.72 lb Cu. In Q4 2022, AgEq was calculated using metals prices of $21.18 oz Ag, $1,729 oz Au and $3.63 lb Cu. For YTD 2023, AgEq was calculated using metals prices of $23.46 oz Ag, $1,953 oz Au and $3.83 lb Cu. For YTD 2022, AgEq was calculated using metal prices of $21.75 oz Ag, $1,801 oz Au and $4.00 lb Cu.
Under National Instrument 43-101, the Company is required to disclose that it has not based its production decisions on NI 43-101-compliant reserve estimates, preliminary economic assessments, or feasibility studies, and historically projects without such reports have increased uncertainty and risk of economic viability. The Company's decision to place a mine into operation at levels intended by management, expand a mine, make other production-related decisions, or otherwise carry out mining and processing operations is largely based on internal non-public Company data, and on reports based on exploration and mining work by the Company and by geologists and engineers engaged by the Company. The results of this work are evident in the Company's discovery of the San Gonzalo and Avino Mine resources, and in the Company's record of mineral production and financial returns since operations at levels intended by management commenced at the San Gonzalo Mine in 2012.
Additional Sales and Cost Information
| HIGHLIGHTS (Expressed in US$, unless otherwise noted) |
| Fourth Quarter 2023 |
|
| Fourth Quarter 2022 |
|
| Change |
|
| Year 2023 |
|
| Year 2022 |
|
| Change |
| ||||||
| Operating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Tonnes Milled |
|
| 143,738 |
|
|
| 150,292 |
|
|
| -4 | % |
|
| 615,373 |
|
|
| 541,823 |
|
|
| 14 | % |
| Silver Ounces Produced |
|
| 224,723 |
|
|
| 309,856 |
|
|
| -27 | % |
|
| 928,643 |
|
|
| 985,195 |
|
|
| -6 | % |
| Gold Ounces Produced |
|
| 1,452 |
|
|
| 2,426 |
|
|
| -40 | % |
|
| 7,335 |
|
|
| 5,778 |
|
|
| 27 | % |
| Copper Pounds Produced |
|
| 1,317,793 |
|
|
| 1,540,851 |
|
|
| -14 | % |
|
| 5,304,808 |
|
|
| 6,504,177 |
|
|
| -18 | % |
| Silver Equivalent Ounces1 Produced |
|
| 558,460 |
|
|
| 770,127 |
|
|
| -27 | % |
|
| 2,415,232 |
|
|
| 2,655,502 |
|
|
| -9 | % |
| Concentrate Sales and Cash Costs | ||||||||||||||||||||||||
| Silver Equivalent Payable Ounces Sold2 |
|
| 584,061 |
|
|
| 756,536 |
|
|
| -23 | % |
|
| 2,086,485 |
|
|
| 2,449,704 |
|
|
| -15 | % |
| Cash Cost per Silver Equivalent Payable Ounce1,2,3 |
| $ | 15.04 |
|
| $ | 11.76 |
|
|
| 28 | % |
| $ | 15.61 |
|
| $ | 10.34 |
|
|
| 51 | % |
| All-in Sustaining Cash Cost per Silver Equivalent Payable Ounce1,2,3 |
| $ | 21.67 |
|
| $ | 18.63 |
|
|
| 16 | % |
| $ | 21.87 |
|
| $ | 17.91 |
|
|
| 22 | % |
1. In Q4 2023, AgEq was calculated using metals prices of $23.50 oz Ag, $1,994 oz Au and $3.72 lb Cu. In Q4 2022, AgEq was calculated using metals prices of $21.18 oz Ag, $1,729 oz Au and $3.63 lb Cu. For YTD 2023, AgEq was calculated using metals prices of $23.46 oz Ag, $1,953 oz Au and $3.83 lb Cu. For YTD 2022, AgEq was calculated using metal prices of $21.75 oz Ag, $1,801 oz Au and $4.00 lb Cu. Calculated figures may not add up due to rounding.
2. “Silver equivalent payable ounces sold” for the purposes of cash costs and all-in sustaining costs consists of the sum of payable silver ounces, gold ounces and copper tonnes sold, before penalties, treatment charges, and refining charges, multiplied by the ratio of the average spot gold and copper prices to the average spot silver price for the corresponding period.
3. The Company reports non-IFRS measures which include cash cost per silver equivalent payable ounce and all-in sustaining cash cost per payable ounce. These measures are widely used in the mining industry as a benchmark for performance, but do not have a standardized meaning under IFRS and the calculation methods may differ from methods used by other companies with similar reported measures. See Non-IFRS Measures section for further information and detailed reconciliations.
| - 16 - |
2023
Cash costs per silver equivalent payable ounce, excluding stand-by costs, was $15.61, compared to $10.34 for the same period in 2022. The increase in cost per ounce was partially attributable to higher milled and mined tonnes of 24% and 14%, respectively, in the year ended December 31, 2023 compared to 2022, which resulted in higher overall costs despite lower ounces sold in the current period. The increase was also attributable to a stronger Mexican peso, which directly impacted labour and contractor costs, and as outlined in the “Cost of Sales & Mine Operating Income” section.
All-in sustaining cash costs per silver equivalent payable ounce was $21.87, compared to $17.91 for the same period in 2022. The increase is primarily a result of the items noted above, offset by reductions in penalties, exploration expenses and sustaining capital expenditures.
2022
Cash costs per silver equivalent payable ounce was $10.34, compared to $8.07 for the comparable period in 2021. Throughout 2022, mining activities continued to ramp-up and thus certain incremental and non-recurring costs were incurred to reach the current mill throughput. Cash costs at the Avino Mine are expected to stabilize at these levels moving forward.
All-in sustaining cash costs per silver equivalent payable ounce for the year was $17.91, compared to $24.07 in 2021. The decrease is a result of higher ounces produced and sold, with a similar level of administrative and support costs, which resulted in a decrease in overall all-in sustaining cash costs.
Employees
As of December 31, 2023, the Company had 244 employees located in Mexico and 11 employees in Canada. Certain of the Company’s senior management as well as administrative and corporate services are in Canada and are contracted by the Company through their companies or through the Company’s cost sharing agreement for overhead and corporate services with Oniva International Services Corp. However, because these people are hired through companies, they are not technically deemed employees of the Company.
In addition, the Company, from time to time, employs outside contractors on a fee‐for‐service basis.
Specialized Skill and Knowledge
Various aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, drilling, metallurgy, engineering, logistical planning and implementation of programs as well as finance and accounting and legal/regulatory compliance. While competitive conditions exist in the industry, the Company has been able to locate and retain employees and consultants with such skills and believes it will continue to be able to do so in the foreseeable future.
| - 17 - |
Competitive Conditions
Competition in the mineral exploration industry is intense. The Company competes with other mining companies, many of which have significant financial resources and technical facilities for the acquisition and development of, and production from, mineral interests, as well as for the recruitment and retention of qualified employees and consultants. The ability of the Company to acquire viable mineral properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for development or mineral exploration.
Business Cycles
The mining business is highly cyclical. The marketability of minerals and mineral concentrates is also affected by worldwide economic cycles. The ultimate economic viability of the Company’s projects is related and sensitive to the market price of gold and silver as well the market price of by‐products such as ,copper. Metal prices fluctuate widely and are affected by numerous factors such as global supply, demand, inflation, exchange rates, interest rates, forward selling by producers, central bank sales and purchases, production, global or regional political, economic or financial situations and other factors beyond the control of the Company.
Changes to Contracts and Economic Dependence
The Company’s cash flow is dependent on delivery of its ore concentrate to market. The Company’s contracts with the concentrate purchasers provide for provisional payments based on periodic deliveries. The Company may sell its concentrate to a metal trader while it is at the smelter in order to help manage its cash flow. The Company has not had any problems collecting payments from concentrate purchasers in a reliable and timely manner and expects no such difficulties in the foreseeable future. However, this cash flow is dependent on continued mine production which can be subject to interruption for various reasons including fluctuations in metal prices and concentrate shipment difficulties. Additionally, unforeseen cessation in smelter provider capabilities could severely impact the Company’s capital resources. Although the Company sells its concentrate to a limited number of customers, it is not economically dependent upon any one customer as there are other markets throughout the world for the Company’s concentrate.
Environmental Protection
The Company’s mining, exploration and development activities are subject to various federal, state and municipal laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties. In all jurisdictions where the Company operates, specific statutory and regulatory requirements and standards must be met throughout the exploration, development and operations stages of a mining property with regard to matters including water quality, air quality, wildlife protection, solid and hazardous waste management and disposal, noise, land use and reclamation. Changes in any applicable governmental regulations to which the Company is subject may adversely affect its operations. Failure to comply with any condition set out in any required permit or with applicable regulatory requirements may result in the Company being unable to continue to carry out its activities. The impact of these requirements cannot accurately be predicted.
Management estimates costs associated with reclamation of mining properties as well as remediation costs for inactive properties. The Company uses assumptions about future costs, including inflation, prices, mineral processing recovery rates, production levels and capital and reclamation costs. Such assumptions are based on the Company’s current mining plan and the best available information for making such estimates. Details and quantification of the Company’s reclamation and closure costs are discussed in the 2023 Annual Financial Statements.
The Company is focused on strengthening monitoring, controls and disclosure of environmental issues that affect employees and the surrounding communities. Through proactive public engagement, the Company continues to gain a better understanding of the concerns of area-wide citizens and regulators and continues to work collaboratively to identify the most reasonable and cost-effective measures to address the most pressing concerns.
| - 18 - |
Foreign Operations
As of the date hereof, substantially all of the Company’s long-term assets, comprising its mineral properties, are located in Mexico.
Tax Considerations
With current operations in Mexico, the Company is subject to the tax considerations of those jurisdictions. Certain changes to Mexican tax laws affect the Company.
During 2013, the Mexico Senate passed tax reform legislation, which took effect on January 1, 2014. The tax reform includes an increase in the corporate tax rate from 28% to 30%, the introduction of a special mining royalty of 7.5% on the profits derived from the sale of minerals, and the introduction of a mining royalty of 0.5% on the gross income derived from the sale of gold, silver and platinum. These changes may have a material impact on the Company’s future earnings and cash flows, and possibly on future capital investment decisions.
In light of the current Mexican presidential administration, it cannot be predicted whether, when, in what form, or with what effective dates, new tax laws may be enacted, or regulations and rulings may be enacted, promulgated or issued under existing or new tax laws, which could result in an increase in the Company’s or investors’ tax liability or require changes in the manner in which the Company operates in order to minimize or mitigate any adverse effects of changes in tax law or in the interpretation thereof.
MATERIAL MINERAL PROJECTS
Appendix “C” contains a summary description of the Company’s material mineral projects, namely the Avino Property (which contains the Oxide Tailings Project), and the La Preciosa Property. Certain of the scientific and technical information relating to the Company’s mineral projects in this section has been derived from the relevant technical report, entitled Oxide Tailing Project Prefeasibility Study for the Avino Property, Durango, Mexico” with an effective date of February 5, 2024 prepared by Tetra Tech Canada Inc. and Red Pennant Geoscience Corp. (the “ Report”).
The information set forth in Appendix “C” are extracts, as updated and conformed to be consistent with other disclosure within this AIF, from the Report. All scientific and technical information in Appendix “C” has also been reviewed and approved by Peter Latta, P. Eng., Vice President, Technical Services of the Company , who is a non-independent “qualified person” for the purposes of NI 43-101. Defined terms and abbreviations used in Appendix “C” relating to the various properties and not otherwise defined have the meanings attributed to them in the Report. A copy of the Report can be accessed online and is available for review on the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov. Reference should be made to the full text of the Report for further information. The content of the Report does not form part of this AIF.
The Mineral Resource Estimates and Mineral Reserve Estimates sections below summarize the Company’s mineral resources and mineral reserves on its material mineral properties.
***
| - 19 - |
MINERAL RESOURCE ESTIMATES
Below is a summary of current mineral resources at the Avino Property and at the La Preciosa Property (as reported in the Report) grouped into the measured, indicated and inferred categories.
The mineral resource estimates were prepared by Michael O’Brien P.Geo., Pr.Sci.Nat., who is a “Qualified Person” within the meaning of National Instrument 43-101 and who is an employee of Red Pennant Communications Corp.) and independent of Avino, as defined by Section 1.5 of NI 43-101.
Avino Property – Mineral Resources (Inclusive of Mineral Reserves, Effective Date: October 16, 2023)
| Area | Category | Mass (Mt) | Average Grade | Metal Content | ||||||
|
|
|
| AgEQ (g/t) | Ag (g/t) | Au (g/t) | Cu (%) | AgEQ | Ag | Au | Cu |
| (million tr oz) | (million tr oz) | (thousand tr oz) | (million lb) | |||||||
| Avino Mine | MEA | 8.466 | 142.35 | 71.72 | 0.53 | 0.32 | 38.75 | 19.52 | 144.26 | 60.24 |
| IND | 27.204 | 142.85 | 59.42 | 0.53 | 0.41 | 124.94 | 51.97 | 465.90 | 243.69 | |
| M&I | 35.671 | 142.73 | 62.35 | 0.53 | 0.39 | 163.69 | 71.50 | 610.15 | 303.95 | |
| INF | 19.373 | 112.02 | 45.83 | 0.34 | 0.37 | 69.77 | 28.54 | 212.59 | 158.31 | |
| La Preciosa | MEA | - | - | - | - | - | - | - | - | - |
| IND | 17.441 | 202 | 176 | 0.34 | - | 113.14 | 98.59 | 189.19 | - | |
| M&I | 17.441 | 202 | 176 | 0.34 | - | 113.14 | 98.59 | 189.19 | - | |
| INF | 4.397 | 170 | 151 | 0.25 | - | 24.1 | 21.33 | 35.48 | - | |
| TOTALS | MEA | 8.466 | 142.35 | 71.72 | 0.53 | 0.32 | 38.75 | 19.52 | 144.26 | 60.24 |
| IND | 44.645 | 165.87 | 104.89 | 0.46 | 0.25 | 238.08 | 150.56 | 655.09 | 243.69 | |
| M&I | 53.111 | 162.12 | 99.61 | 0.47 | 0.26 | 276.83 | 170.08 | 799.34 | 303.95 | |
| INF | 23.770 | 122.83 | 65.26 | 0.32 | 0.30 | 93.87 | 49.87 | 248.07 | 158.31 | |
Notes:
|
| 1. | Figures may not add to totals shown due to rounding. |
|
| 2. | Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. |
|
| 3. | The Mineral Resource estimate is classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves incorporated by reference into NI 43-101 Standards of Disclosure for Mineral Projects. |
|
| 4. | Mineral Resources are stated inclusive of Mineral Reserves |
|
| 5. | Based on recent mining costs (Section 21.0), Mineral Resources are reported at cut-off grades 60 g/t, 130 g/t, and 50 g/t AgEQ grade for ET, San Gonzalo, and oxide tailings, respectively. |
|
| 6. | AgEQ or silver equivalent ounces are notational, based on the combined value of metals expressed as silver ounces |
|
| 7. | Metal price assumptions are shown in Table 14‑2 |
|
| 8. | Metal recovery is based on operational results and column testing, shown in Table 14‑2 |
|
| 9. | The silver equivalent was back-calculated using the formulas described in Section 14. |
| - 20 - |
MINERAL RESERVE ESTIMATES
The Mineral Reserves were estimated using both oxide and sulphide tailings and are based on Measured and Indicated Resources only. The pit design used for the estimation was at the PFS level. The ultimate pit limit was determined by the Lerchs-Grossman optimizer in Datamine™, with consideration of economic parameters and physical constraints such as pit road widths, mining bench width, and face angles for the recommended mining equipment.
The tailings material to be mined at the Avino Project was deposited upon bedrock. The visual difference between the bedrock and tailings material will allow for recovery of most of the tailings while minimizing potential dilution when mining the final bench on bedrock.
To account for this, a mining dilution of 1% and mining recovery of 99% is included within the pit optimization model.
Mineral reserves were classified based on resource categories defined during resource estimation. Measured Resources were converted to Proven Reserves, and Indicated Resources were converted to Probable Reserves. No Measured Resources were included within Probable Reserves. No Inferred Resources were included within the reserve classification.
Mineral Reserve Statement of the Avino OxideTailings Project
| Reserve Category | Quantity (Million tonnes) | Average Ag Grade (g/t) | Average Au Grade (g/t) | Contained Ag Metal (Million tr. Oz) | Contained Au Metal (Thousand tr. Oz) |
| Proven | 4.27 | 61 | 0.47 | 8.37 | 65.01 |
| Probable | 2.43 | 43 | 0.47 | 3.38 | 36.53 |
| Total | 6.70 | 55 | 0.47 | 11.75 | 101.54 |
Notes:
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| 1. | The effective date of the Mineral Reserve estimate is January 16, 2024. The QP for the estimate is Junjie (Jay) Li, P.Eng. of Tetra Tech. |
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| 2. | The Mineral Reserve estimates were prepared with reference to the 2014 CIM Definition Standards (2014 CIM Definition Standards) and the 2019 CIM Best Practice Guidelines. |
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| 3. | Reserves estimated assuming open pit mining methods. |
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| 4. | Reserves are reported on a dry in-situ basis. |
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| 5. | Reserves are based on a gold price of US $1,850/tr oz., and silver price of US $22/tr oz, mining cost of US$1.00/t mined, milling costs of US$18.00/t feed, and USG&A cost of US$3.00/t feed. |
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| 6. | Mineral Reserve includes consideration for 1% mining dilution and 99% mining recovery. |
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| 7. | Ore-waste cut-off was based on US$21.00/t of NSR. |
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RISK FACTORS
An investment in our common shares involves a high degree of risk and should be considered speculative. You should carefully consider the following risks set out below and other information before investing in our common shares. If any event arising from these risks occurs, our business, prospects, financial condition, results of operations or cash flows could be adversely affected, the trading price of our common shares could decline and all or part of your investment may be lost.
Our operations are highly speculative due to the high-risk nature of our business, which include the acquisition, financing, exploration, development of mineral properties and operation of mines. The risks and uncertainties set out below are not the only ones we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial, may also impair our operations. If any of the risks actually occur, our business, financial condition and operating results could be adversely affected. As a result, the trading price of our common shares could decline, and investors could lose part or all of their investment. Our business is subject to significant risks and past performance is not a guarantee of future performance.
Our results of operations, cash flows and the value of our properties are highly dependent on the market prices of silver, gold and certain base metals and these prices can be volatile.
The profitability of our silver and gold mining operations and the value of our mining properties are directly related to the market price of silver, and to a lesser extent gold and base metals. The price of silver may also have a significant influence on the market price of our common shares. The market price of silver historically has fluctuated significantly and is affected by numerous factors beyond our control. These factors include supply and demand fundamentals, global or national political or economic conditions, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies, interest rates, silver and gold sales and loans by central banks, forward sales by metal producers, accumulation and divestiture by exchange traded funds, and a number of other factors.
We derive a significant portion of our revenue from the sale of silver and our results of operations will fluctuate as the prices of this metals change. A period of significant and sustained lower silver prices would materially and adversely affect our results of operations and cash flows. During the past fiscal year, silver prices have decreased and, in the event, mineral prices decline or remain low for prolonged periods of time; we might be unable to develop our existing exploration properties, which may adversely affect our results of operations, financial performance, and cash flows. An asset impairment charge may result from the occurrence of unexpected adverse events that impact our estimates of expected cash flows generated from our producing properties or the market value of our non-producing properties, including a material diminution in the price of silver and/or gold.
The acquisition of La Preciosa Property may impose additional risks to the Company.
The La Preciosa Property raises potential additional risks to the Company including integrating the La Preciosa Property into the Company’s operations and the need to raise additional capital to develop, mine and operate the property.
We will be required to raise additional capital to mine our properties.
The Company is currently focusing on further defining plans to mine its Avino mineralized material, as well as further exploration of the Avino properties in Mexico. The Company will be required to raise capital to further advance the Avino Mine and its infrastructure, as well as to explore the Avino properties. Our ability to raise funds will depend on several factors, including, but not limited to, current economic conditions, our perceived value for our properties, our prospects, metal prices, businesses competing for financing and our financial condition. There can be no assurance that we will be able to raise funds, or to raise funds on commercially reasonable terms. Historically, the Company has raised funds through equity financing and the exercise of options and warrants. The raising of capital may have a dilutive effect on the Company’s per share book value.
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We have experienced net operating losses.
We began extracting and processing resources at levels intended by management at the San Gonzalo Mine during the fourth quarter of 2012 (ceasing operations in 2019), and at the Avino Mine in the third quarter of 2015. While we are profitable for the years ended December 31, 2023 and 2022, for the year ended December 31, 2021, we incurred net losses from continuing operations of $7,482,000. Prior to the 2013 fiscal year, we had not been profitable. There is no assurance that our operations will be profitable in the future.
Not all of our properties contain proven or probable mineral reserves, and our decision to commence extracting and processing resources at levels intended by management was not based on a study demonstrating economic recovery of any mineral reserves and is therefore inherently risky.
We have not established the presence of proven or probable mineral reserves at all of our properties. Certain mineralized material discovered or produced by us should not be considered proven or probable reserves.
In order to demonstrate the existence of proven or probable reserves at all of our properties, it would be necessary for us to perform additional exploration to demonstrate the existence of sufficient mineralized material with satisfactory continuity and obtain a positive feasibility study which demonstrates with reasonable certainty that the deposit can be economically and legally extracted and produced. We have not completed a feasibility study with regard to all or a portion of any of our properties to date. Since we commenced extracting and processing resources of mineralized material at levels intended by management at the Avino Mine without a feasibility study, there is inherent uncertainty as to whether the mineralized material can be economically produced or if so, for what period of time. The absence of proven or probable reserves makes it more likely that our properties may cease to be profitable and that the money we spend on exploration and evaluation may never be recovered.
You may experience future dilution as a result of future equity offerings.
In order to raise additional capital, we may in the future offer additional shares of our common shares or other securities convertible into or exchangeable for our common shares at prices that may not be the same as the price per share paid by investors. We may sell shares or other securities in any other offering at a price per share that is less than the then current trading price, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common shares, or securities convertible or exchangeable into common shares, in future transactions may be higher or lower than the price per share paid by an investor.
Impact of COVID-19 on past mining operations.
Mexico was particularly impacted by the COVID-19 pandemic. The Company’s mining operations were temporarily shut-down in April 2020 first because governmental COVID-19 quarantine and containment measures, and later in July 2020 due to a labour strike, which was resolved in October 2020. The labour settlement agreement was approved by Mexican governmental labour authority. Although the Company takes appropriate measures and safeguards to protect its staff from infection, these events can result in volatility and disruption to supply chains, operations, transportation, and mobility of people, which are beyond the control of the Company, and which have had and could continue to adversely affect the availability of components, supplies and materials, labour, interest rates, credit ratings, credit risk, inflation, business operations, financial markets, exchange rates, and other factors material to the Company, including in particular, the Company’s revenues and concentrate delivery schedule.
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Continuing Operations and Actual and Anticipated Impact of Health Crises
The Company's business, operations and financial condition could be materially adversely affected by the outbreak of epidemics, pandemics or other health crises, such as the outbreak of COVID-19 that was designated as a pandemic by the World Health Organization on March 11, 2020. The international response to the spread of COVID-19 led to significant restrictions on travel, temporary business closures, quarantines, global stock market volatility and a general reduction in consumer activity. Such public health crises can result in operating, supply chain and project development delays and disruptions, global stock market and financial market volatility, declining trade and market sentiment, reduced movement of people and labour shortages, and travel and shipping disruption and shutdowns, including as a result of government regulation and prevention measures, or a fear of any of the foregoing, all of which could affect commodity prices, interest rates, credit risk and inflation. Any future emergence and spread of similar pathogens could have an adverse impact on global economic conditions which may adversely impact the Company's operations, and the operations of suppliers, contractors and service providers, including smelter and refining service providers, and the demand for the Company's production
In 2012 and 2015, we decided to begin extracting and processing resources at levels intended by management at the San Gonzalo Mine and the Avino Mine, respectively, without preparing a pre-feasibility study or bankable feasibility study which may subject us to more risks.
We decided to begin extracting and processing resources at levels intended by management at the San Gonzalo Mine (which ceased operations during 2019) and the Avino Mine without preparing a pre-feasibility study or bankable feasibility study which is a more common practice within the mining industry and therefore may subject us to more business risks. Our decision to begin extracting and processing resources at the San Gonzalo Mine and the Avino Mine were based on limited prior historical information, bulk sample drilling programs, small pilot plant and bench scale testing. Therefore, our decision to begin extracting and processing resources at the San Gonzalo Mine and the Avino Mine were based on limited information which may or may not be representative of information regarding the mines had we otherwise prepared a more comprehensive study. In addition, basing our decision to begin extracting and processing resources on limited information may make us susceptible to risks including:
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| · | certain difficulties in obtaining expected metallurgical recoveries when scaling up to extracting and processing activities at levels intended by management from pilot plant scale; |
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| · | the inability to predict the amount of minerals within an area to be mine due the limited sample drilling programs which makes it a challenge to predict our revenues; |
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| · | the preliminary nature of mine plans and processing concepts and applying them to full scale extracting and processing activities at levels intended by management. |
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| · | determining operating/capital cost estimates and possible variances associated with constructing, commissioning and operating the Avino facilities based on limited information; |
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| · | that metallurgical flow sheets and recoveries are based on information at the time and may not be representative of results of the Avino Mine; and |
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| · | that we may underestimate capital and operating costs without a comprehensive bankable feasibility study. |
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Company has a limited number of customers.
The Company produces concentrates containing silver and gold. The Company sells its concentrates to metals traders and smelters. During the years ended December 31, 2023 and 2022, one customer accounted for more than 75% of revenues. The Company believes that a small number of customers will continue to represent a significant portion of its total revenue. However, the Company does not consider itself economically dependent upon any single customer or combination of customers due to the existence of other potential metals traders or smelters capable of purchasing the Company’s production. There is a risk that the Company could be subject to limited smelter availability and capacity, or it may not be able to maintain its current significant customers or secure significant new customers on similar terms, any of which may have a material adverse effect on the Company’s business, financial condition, operating results and cash flows.
Company may be subject to substantial decommissioning and reclamation costs.
The Company reviews and reassesses its reclamation obligations at each of its mines based on updated mine life estimates, rehabilitation and closure plans. As at December 31, 2023, the Company had a provision of approximately $2.195 million for future reclamation and remediation associated with the expected retirement of its mineral properties, plant, and equipment. The present value of these reclamation provisions may be subject to change as a result of management’s estimates of ultimate decommissioning and reclamation costs, changes in the remediation technology or changes to applicable laws, regulations and interest rates. Such changes will be recorded in the accounts of the Company as they occur.
The costs of performing the decommissioning and reclamation must be funded by the Company’s operations. These costs can be significant and are subject to change. The Company cannot predict what level of decommissioning and reclamation may be required in the future by regulators. If the Company is required to comply with significant additional regulations or if the actual cost of future decommissioning and reclamation is significantly higher than current estimates, this could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.
Company’s operations are subject to political risk and government regulations
The Company’s mining, exploration and development activities are focused in Mexico and, to a lesser extent, Canada, and are subject to national and local laws and regulations, governing prospects, taxes, labour standards, occupational health, land use, environmental protection, mine safety and others which currently or in the future may have a substantial adverse impact on the Company. In order to comply with applicable laws, the Company may be required to incur significant capital or operating expenditures. Existing and possible future environmental legislation, regulation and action could cause additional expense, capital expenditures, restriction, and delays in the activities of the Company, the extent of which cannot be reasonably predicted. Violations may require compensation of those suffering loss or damage by reason of the Company’s mining activities, and the Company may be fined if convicted of an offence under such legislation.
Mining and exploration activities in Mexico and/or Canada may be affected in varying degrees by political instabilities and government regulations relating to the mining industry. Any changes in regulations or shifts in political conditions are beyond the Company’s control and may adversely affect the business. Operations may also be affected to varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation and mine safety. The status of Mexico may make it more difficult for the Company to obtain any required financing for projects. The effect of all these factors cannot be accurately predicted. Notwithstanding the progress achieved in improving Mexican political institutions and revitalizing its economy, the present administration, or any successor government, may not be able to sustain the progress achieved. The Company does not carry political risk insurance.
Under the Foreign Investment Law of Mexico, there is no limitation on foreign capital participation in mining operations; however, the applicable laws may change in a way which may adversely impact the Company and its ability to repatriate profits. Under Mexican Income Tax Law, dividends are subject to a withholding tax. Corporations with their tax residence in Mexico are taxed on their worldwide income. Mexico levies a value-added tax, known as the IVA, which is an indirect tax levied on the value added to goods and services, and it is imposed on corporations that carry out activities within Mexican territory.
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Exploration and development risks.
The business of exploration and development for minerals involves a high degree of risk and few properties become producing mines. Unprofitable efforts result not only from the failure to discover mineral deposits, but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. There is no assurance that the Company’s future exploration and development activities will result in any discoveries of commercial bodies of ore. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of mining facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return on invested capital.
The mining industry is highly speculative and involves substantial risks.
Even when mining is conducted on properties known to contain significant quantities of mineral deposits it is generally accepted in the mining industry that most exploration projects do not result in the discovery of mineable deposits of ore that can be extracted in a commercially economic manner. There may be limited availability of water, which is essential to milling operations, and interruptions may be caused by adverse weather conditions. Operations are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air quality standards, pollution and other environmental protection controls. Mining activities are subject to substantial operating hazards, some of which are not insurable or may not be insured for economic reasons.
The commercial quantities of ore cannot be accurately predicted.
Whether an ore body will be commercially viable depends on a number of factors including the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as minerals prices and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in a mineral deposit being unprofitable.
There are no assurances that we can produce minerals on a commercially viable basis.
The Company’s ability to generate revenue and profit is expected to occur through exploration, evaluation, advancement and operation of its existing properties as well as through acquisitions of interests in new properties. Substantial expenditures will be incurred in an attempt to establish the economic feasibility of mining activities by identifying mineral deposits and establishing ore reserves through drilling and other techniques, developing metallurgical processes to extract metals from ore, designing facilities and planning mining activities. The economic feasibility of a project depends on numerous factors, including the cost of mining and production facilities required to extract the desired minerals, the total mineral deposits that can be mined using a given facility, the proximity of the mineral deposits to refining facilities, and the market price of the minerals at the time of sale. There is no assurance that existing or future exploration programs or acquisitions will result in the identification of deposits that can be mined profitably.
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Mining activities and exploration activities are subject to various federal, state, provincial and local laws and regulations.
Laws and regulations govern the development, mining, production, importing and exporting of minerals, taxes, labour standards, occupational health, waste disposal, protection of the environment, mine safety, toxic substances, and other matters. In many cases, licenses and permits are required to conduct mining operations. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a substantial adverse impact on the Company. Applicable laws and regulations will require the Company to make certain capital and operating expenditures to initiate new activity. Under certain circumstances, the Company may be required to suspend an activity once it is started until a particular problem is remedied or to undertake other remedial actions.
Mining activities are inherently risky and subject to accidents.
Mining activities are risky and heavily regulated. Despite our attempts to minimize accidents through strict safety procedures, individuals may be injured or harmed working in our mines. Should any accidents occur, our mine may be partially or fully shut down to aid regulators in their investigation, even if it is determined we are not at fault for the cause of the accident. In this regard, there were two accidental deaths at the Company's San Gonzalo mine in March 2016, and two accidental deaths at the Avino Mine complex processing facility in June 2014 and April 2023. We do not believe that we were at fault in these accidents and, unfortunately, believe that the accidents were the result of the employees not following the proper safety protocols. Following the accidents, local authorities allowed us to resume mining activities. Notwithstanding our belief that we were not at fault for the accidents, we may nevertheless be found liable and subject to fines and/or penalties or we may be required to revise and implement new safety procedures that would make it more costly to operate our mines. Currently, we do not have insurance covering accidents, but may obtain insurance in the future.
Our concentrates are subject to theft and loss.
The concentrates produced by the Company have significant value, and are loaded onto road vehicles for transport to smelters in Mexico or to seaports for export to smelters in foreign markets, such as Europe and Asia, where the metals are extracted. The geographic location of the Company’s operating mines in Mexico and trucking routes taken through the country to the smelters and ports for delivery, give rise to risks including concentrate theft, road blocks and terrorist attacks, losses caused by adverse weather conditions, delays in delivery of shipments, and environmental liabilities in the event of an accident or spill. In addition, the Company may have significant concentrate inventories at its facilities or on consignment at other warehouses awaiting shipment. The Company has taken steps to secure its concentrate, whether in storage or in transit. The Company has insurance coverage for its inventory while in transit; however, recovery of the full market value may not always be possible. Despite these risk mitigation measures, there remains a continued risk that theft of concentrate may have a material impact on the Company’s financial results.
Our mining operations are subject to number of risks including uninsured risks which may result in suspension of operations.
Mining operations generally involve a high degree of risk which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The business of mining and exploration is subject to a variety of risks including, but not limited to, fires, power outages, labour disruptions, industrial accidents, flooding, explosions, cave-ins, landslides, environmental hazards, technical failures, and the inability to obtain suitable or adequate machinery, equipment or labour. Such occurrences, against which the Company cannot, or may elect not to insure, may delay production, increase production costs or result in liabilities. The payment of such liabilities may have a material adverse effect on the Company’s financial position. The economics of developing mineral properties are affected by such factors as the cost of operations, variations in the grade and metallurgy of the ore mined, fluctuations in mineral markets, costs of processing and equipment, transportation costs, government regulations including regulations relating to royalties, allowable production, importing and exporting of mineral product, and environmental protection rules and regulations.
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During the period between the end of April to June 2020, the Company was required to shut down operations at the Avino Mine due to COVID-19 pandemic safety measures imposed by the Mexican authorities. In June 2020, mining operations briefly resumed, until a labour strike in July 2020 resulting in a suspension of operations. The labour strike was resolved in October 2020.
The exercise of our outstanding stock options into common shares and issuance of RSUs will result in ownership dilution to our shareholders and could temporarily suppress the price of our common shares.
As at December 31, 2023, there were outstanding share options exercisable into 6,666,000 common shares at a weighted average exercise price of C$1.27 and RSUs outstanding for the issuance of a further 2,994,709 common shares granted at a weighted average price of C$1.03. If all these options are exercised and RSUs are issued, such issuance will cause ownership dilution to our shareholders. The dilution may result in a decline in the market price of our common shares.
Market forces may adversely affect the marketability of mineral resources.
There is no assurance that, even if commercial quantities of mineral resources are discovered, that these can be sold at a profit. Factors beyond the control of the Company may affect the marketability of any mineral occurrences discovered. The prices of silver, gold and copper have experienced volatile and significant movements over short periods of time, and are affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the United States dollar relative to the Canadian dollar and other currencies), interest rates and global or regional consumption patterns (such as the development of gold coin programs), speculative activities and increased production due to improved mining and production methods.
The Company is subject to foreign corrupt practices laws.
The Company is subject to the Foreign Corrupt Practices Act (the “FCPA”), the Corruption of Foreign Public Officials Act (Canada) (“CFPOA”), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by persons and issuers as defined by the statutes, for the purpose of obtaining or retaining business. It is our policy to implement safeguards to discourage these practices by our employees; however, our existing safeguards and any future improvements may prove to be ineffective, and our employees, consultants, sales agents or distributors may engage in conduct for which the Company might be held responsible. Violations of the FCPA, CFPOA, and/or other laws may result in criminal or civil sanctions and the Company may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. The Company is also subject to the Extractive Sector Transparency Measures Act (Canada) (“ESTMA”), which requires us to maintain records of specific payments (including taxes, royalties, fees, production entitlements, bonuses, dividends, and infrastructure improvements) to all government entities in Canada and abroad, and to publicly disclose payments of $100,000 or more in any payment category on an annual basis within 150 days of our fiscal year end, to increase transparency and deter corruption in the extractive industry sector.
The validity of the title to our mining properties may be challenged.
In those jurisdictions where the Company has property interests, the Company undertakes searches of mining records and obtains title opinions from reputable counsel in accordance with mining industry practices to confirm satisfactory title to properties in which it holds or intends to acquire an interest, but the Company does not obtain title insurance with respect to such properties. The possibility exists that title to one or more of its properties, particularly title to undeveloped properties, might be defective because of errors or omissions in the chain of title, including defects in conveyances and defects in locating or maintaining such claims, prior unregistered agreements or transfers, and title may be affected by undetected defects or native land claims. For unsurveyed mineral claims, the location and boundaries of such mining claims may be in doubt. The ownership and validity of mining claims are often uncertain and may be contested. The Company is not aware of any challenges to the location or area of its mineral claims. There is, however, no guarantee that title to the Company’s properties will not be challenged or impugned in the future. The properties may be subject to prior unregistered agreements or transfers.
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In Mexico and British Columbia legal rights applicable to mining concessions or mineral claims, as applicable, are different and separate from legal rights applicable to surface lands; accordingly, title holders of mining concessions or mineral claims must accommodate and agree with surface land-owners on compensation in respect of mining activities conducted on such land.
We do not intend to pay dividends in the foreseeable future.
We have never paid, and we do not intend to pay, any cash dividends in the foreseeable future.
Certain provisions of organizational documents may discourage takeovers and business combinations that our shareholders may consider in their best interests, which could negatively affect our stock price.
Certain provisions of our Articles of Incorporation (“Articles”) may have the effect of delaying or preventing a change in control of our Company or deterring tender offers for our common shares that other shareholders may consider in their best interests.
Our Articles authorize us to issue an unlimited number of common shares. Shareholder approval is not necessary to issue our common shares. Issuance of these common shares could have the effect of making it more difficult and more expensive for a person or group to acquire control of us and could effectively be used as an anti-takeover device.
Our Articles provide for an advance notice procedure for shareholders to nominate director candidates for election or to bring business before an annual meeting of shareholders, including proposed nominations of persons for election to our board of directors, and require that special meetings of shareholders be called by the board or shareholders who hold at least 5% of the total issued and outstanding shares.
Our business is subject to competition.
There is a limited supply of desirable mineral lands available for acquisition, claim staking or leasing in the areas where the Company contemplates expanding its operations and conducting exploration activities. Many participants are engaged in the mining business, including large, established mining companies. There can be no assurance that the Company will be able to compete successfully for new mining properties. The resource industry is intensely competitive in all its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself. Competition could adversely affect the Company’s ability to acquire suitable producing properties or prospects exploration in the future.
Uncertainty of exploration and evaluation programs.
The Company’s profitability is significantly affected by the costs and results of its exploration and evaluation programs. As mines have limited lives, the Company actively seeks to expand its mineral resources, primarily through exploration, evaluation and strategic acquisitions. Exploration for minerals is highly speculative in nature, involves many risks and is frequently unsuccessful. Among the many uncertainties inherent in any silver, gold, and/or copper exploration and evaluation program are the location of economic ore bodies, the development of appropriate metallurgical processes, the receipt of necessary governmental permits and the construction of mining and processing facilities. Assuming the discovery of an economic deposit, depending on the type of mining operation involved, several years may elapse from the initial phases of drilling until commercial operations are commenced and, during such time, the economic feasibility of extracting and processing resources may change. Accordingly, the Company’s exploration and evaluation programs may not result in any new economically viable mining operations or yield new mineral resources to expand current mineral resources.
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If the Company fails to obtain or maintain the necessary permits, this may adversely affect the Company’s financial condition and business.
Existing and possible future environmental legislation, regulations and actions could give rise to additional expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted. Regulatory requirements and environmental standards are subject to constant evaluation and may become more restrictive, which could materially affect the business of the Company or its ability to develop its properties. Before production can commence on any of its mineral properties, the Company must obtain regulatory and environmental approvals. There is no assurance that such approvals will be obtained, or if they are obtained, if they will be granted on a timely basis. The cost of compliance with existing and future governmental regulations has the potential to reduce the profitability of operations or preclude entirely the economic development of the Company’s mineral projects and properties.
Permitting of exploration programs in Mexico requires the completion of agreements with the indigenous communities in the vicinity of the project. The timing for the completion of such agreements is unpredictable. The process of obtaining such agreements is also affected by the two-year election cycle for the councils of the indigenous communities.
Political or economic instability or unexpected regulatory change may adversely affect the Company.
The Company is subject to a number of factors beyond its control. Our primary property is located in a foreign country that may be subject to political and economic instability, or unexpected legislative change than is usually the case in certain other countries, provinces and states. Our mineral exploration and mining activities could be adversely affected by:
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We may be adversely affected by fluctuations in foreign exchange rates.
We maintain our bank accounts in Canadian and U.S. Dollars and Mexican pesos. Any appreciation in the currency of Mexico or other countries where we may carry out exploration and mining activities against the Canadian or U.S. Dollar will increase our costs of carrying out operations in such countries. In addition, any increase in the Canadian Dollar against the U.S. Dollar will result in a loss on our financial statements to the extent we hold funds in Canadian Dollars. Copper, gold and silver are typically sold in U.S. dollars. As a result, the Company is subject to foreign exchange risks relating to the relative value of the U.S. dollar as compared to the Canadian dollar and the Mexican peso. To the extent that the Company generates revenues at the Avino Mine, it will be subject to foreign exchange risks as revenues will be received in U.S. dollars while certain operating and capital costs will be incurred primarily in Mexican pesos. A decline in the U.S. dollar would result in a decrease in the Company’s revenues and adversely impact the Company’s financial performance.
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We may be subject to land reclamation requirements.
Although variable, depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration and mining companies, in order to minimize the long-term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents and reasonably re-establish pre-disturbance land forms and vegetation. In order to carry out reclamation obligations imposed on us in connection with our mineral exploration and mining activities we must allocate financial resources that might otherwise be spent on further exploration or acquisition programs.
Acquisitions the Company may undertake may change our business or expose us to risks.
The Company undertakes evaluations of opportunities to acquire additional silver and gold mining properties. Any resultant acquisitions may be significant in size, may change the scale of the Company’s business, and may expose the Company to new geographic, political, operating, financial and geological risks. The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, acquire them on acceptable terms, and integrate their operations successfully. Any acquisitions would be accompanied by risks, such as a significant decline in the price of silver or gold, the mineralized material proving to be below expectations, the difficulty of assimilating the operations and personnel of any acquired companies, the potential disruption of the Company’s ongoing business, the inability of management to maximize the financial and strategic position of the Company through the successful integration of acquired assets and businesses, the maintenance of uniform standards, controls, procedures and policies, the impairment of relationships with customers and contractors as a result of any integration of new management personnel and the potential unknown liabilities associated with acquired mining properties. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.
Current global financial conditions may adversely affect the Company’s ability to secure financing.
Financial markets globally have been subject to increased volatility. Access to financing has been negatively affected by liquidity crises and uncertainty with respect to sovereign defaults throughout the world. These factors may impact the ability of the Company to obtain loans and other forms of financing in the future and, if obtained, on terms favourable to the Company. If these levels of volatility and market turmoil continue or worsen, the Company may not be able to secure appropriate debt or equity financing when needed, any of which could affect the trading price of the Company’s securities in an adverse manner.
There may be potential conflicts of interest between the Company and our directors, officers, and affiliates.
There are potential conflicts of interest to which the directors, officers, insiders and promoters of the Company will be subject in connection with the operations of the Company. The directors, officers, insiders and promoters of the Company are engaged in and will continue to be engaged in corporations or businesses which may be in competition with the Company. Accordingly, situations may arise where such directors, officers, insiders and promoters will be in direct competition with the Company. The Company has a process to identify and declare any conflicts. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act of British Columbia.
| - 31 - |
We are dependent on our management.
We are dependent on the services of key executives including our President and Chief Executive Officer and other highly skilled and experienced executives and personnel focused on advancing our corporate objectives as well as the identification of new opportunities for growth and funding. Due to our relatively small size, the loss of these persons or our inability to attract and retain additional highly skilled employees required for our activities may have a material adverse effect on our business and financial condition.
We are subject to competition for recruitment and retention of qualified personnel.
We compete with other exploration and mining companies, many of which have greater financial resources than us or are further in their advancement, for the recruitment and retention of qualified employees and other personnel. Competition for exploration and mining resources at all levels is highly cyclical and can quickly become very intense, particularly affecting the availability of manpower, drill rigs and supplies. Recruiting and retaining qualified personnel in the future is critical to the Company’s success. As the Company explores its Avino Mine and other properties, the need for skilled labour will increase. The number of persons skilled in the exploration of mining properties is limited and competition for this workforce is intense. The exploration and other initiatives of the Company may be significantly delayed or otherwise adversely affected if the Company cannot recruit and retain qualified personnel and/or obtain other exploration and mining resources as and when required.
Our common shares are subject to limited and volatile trading volume.
Although the Company’s common shares are listed on the NYSE American, the TSX, the Frankfurt Stock Exchange, referred to herein as the “FSE”, and the Berlin Stock Exchange, the volume of trading has been limited and volatile in the past and may likely to continue to be so in the future, reducing the liquidity of an investment in the Company’s common shares and making it difficult for investors to readily sell their common shares in the open market. Without a liquid market for the Company’s common shares, investors may be unable to sell their shares at favorable times and prices and may be required to hold their shares in declining markets or to sell them at unfavorable prices.
Our common shares are subject to volatile share pricing.
In recent years, securities markets in general have experienced a high level of price volatility. The market price of many resource companies, particularly those, like the Company, that are considered speculative exploration and mining companies, have experienced wide fluctuations in price, resulting in substantial losses to investors who have sold their shares at a low price point. These fluctuations are based only in part on the level of progress of exploration, and can reflect general economic and market trends, world events or investor sentiment, and may sometimes bear no apparent relation to any objective factors or criteria. Significant fluctuation in the Company’s common share price is likely to continue.
Difficulty for United States investors to effect services of process against the Company.
The Company is incorporated under the laws of the Province of British Columbia, Canada. Consequently, it will be difficult for United States investors to affect service of process in the United States upon the directors or officers of the Company, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the Exchange Act. The majority of the Company’s directors and officers are residents of Canada and all of the Company’s material assets are located outside of the United States. A judgment of a United States court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the United States court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities.
| - 32 - |
Disruptions to our information technology systems, including future cyber-attacks and security breaches, and the costs of maintaining secure and effective information technology systems could negatively affect our business and results of operations.
The efficient operation of our businesses is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists. We rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems and continue to invest in maintaining and upgrading these systems and applications to ensure risk is controlled. Regardless of our efforts to maintain and upgrade our cyber security systems, there can be no assurance that we will not suffer an intrusion, that unauthorized parties will not gain access to confidential or personal information, or that any such incident will be discovered promptly. The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognized until launched against a target, and we may be unable to anticipate these techniques or implement adequate preventative measures. The failure to promptly detect, determine the extent of and appropriately respond to a significant data security breach could have a material adverse impact on our business, financial condition and results of operations. In addition, the unavailability of the information systems or failure of these systems to perform as anticipated for any reason, including a major disaster or business interruption resulting in an inability to access data stored in these systems or sustain the data center systems necessary to support functions to meet our needs, and any inability to respond to, or recover from, such an event, could disrupt our business and could result in decreased performance and increased overhead costs, causing our business and results of operations to suffer.
We are a multinational company that faces complex taxation regimes in various jurisdictions. Audits, investigations, and tax proceedings could have a material adverse effect on our business, results of operations, and financial condition.
We are subject to income and non-income taxes in numerous jurisdictions. Income tax accounting often involves complex issues, and judgment is required in determining our worldwide provision for income taxes and other tax liabilities. In particular, most of the jurisdictions in which we conduct business have detailed transfer pricing rules, which require that all transactions with non-resident related parties be priced using arm’s length pricing principles within the meaning of such rules. In addition, the application of withholding tax, value added tax, goods and services tax, sales taxes and other non-income taxes is not always clear and we may be subject to tax audits relating to such withholding or non-income taxes. We believe that our tax positions are reasonable and our tax reserves are adequate to cover any potential liability. However, tax authorities in certain jurisdictions may disagree with our position, including the propriety of our related party arm’s length transfer pricing policies and the tax treatment of corresponding expenses and income. If any of these tax authorities were successful in challenging our positions, we may be liable for additional income tax and penalties and interest related thereto in excess of any reserves established therefor, which may have a significant impact on our results and operations and future cash flow.
Changes to tax laws in any of the jurisdictions in which we operate or plan to operate in the future could have a material adverse effect on our business, results of operations, and financial condition.
We are a multinational company that is subject to complex taxation regimes in numerous jurisdictions. Our future effective tax rates could be affected by changes in tax laws or their interpretation in any of those jurisdictions. Tax laws, including tax rates, in the jurisdictions in which we operate may change as a result of macroeconomic or other factors outside of our control. Changes in tax laws, treaties, or regulations or their interpretation or enforcement are unpredictable. Any of these occurrences could have a material adverse effect on our results of operations and financial condition.
| - 33 - |
DIVIDENDS
The Company has not, since its incorporation, paid any dividends on any of the Common Shares and it is not contemplated that any dividends will be declared on the Common Shares in the immediate or foreseeable future. The directors of the Company will determine any future dividend policy on the basis of earnings, the Company’s financial position and other relevant factors.
GENERAL DESCRIPTION OF CAPITAL STRUCTURE
The Company is authorized to issue an unlimited number of Common Shares. As of March 28, 2024, 131,199,761 Common Shares were issued, and outstanding.
Holders of Common Shares are entitled to receive dividends, if any, as and when declared by the Board out of monies properly applicable to the payment of dividends, in such amount and in such form as the Board may from time to time determine, and all dividends which the Board may declare on the Common Shares shall be declared and paid in equal amounts per share on all Common Shares at the time outstanding. In the event of the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holder of the Common Shares shall be entitled to receive the remaining property and assets of the Company.
As of December 31, 2023, there were outstanding stock options outstanding to purchase 6,666,000 Common Shares, and outstanding restricted share units (“RSUs”) for a further 2,994,709 Common Shares. See “Note 16 – Share capital and share-based payments” to the 2023 Annual Financial Statements for additional information regarding the Company’s convertible securities.
Constraints
To the best of its knowledge, the Company is not aware of any constraints imposed on the ownership of its securities to ensure that the Company has a required level of Canadian ownership.
Ratings
To the best of its knowledge, the Company is not aware of any ratings, including provisional ratings, from rating organizations for the Company’s securities that are outstanding and continue in effect.
MARKET FOR SECURITIES
The Common Shares are traded on the TSX under the symbol “ASM”. The closing price of the Common Shares on the TSX on December 30, 2023 was C$0.69 and on March 27, 2024 was C$0.80. The Common Shares are traded on the NYSE American under the symbol “ASM”. The closing price of the Common Shares on the NYSE American on December 30, 2023 was $0.52 and on March 27, 2024 was $0.59.
| - 34 - |
The following table sets forth the high and low market prices and the volume of the Common Shares traded on the TSX during the periods indicated:
| Period | High (C$) | Low (C$) | Total Volume |
| January 2023 | 1.15 | 0.95 | 952,800 |
| February 2023 | 1.07 | 0.89 | 622,900 |
| March 2023 | 1.23 | 0.89 | 964,400 |
| April 2023 | 1.35 | 1.10 | 1,278,800 |
| May 2023 | 1.25 | 0.90 | 1,038,300 |
| June 2023 | 1.00 | 0.84 | 312,700 |
| July 2023 | 1.00 | 0.87 | 506,400 |
| August 2023 | 0.98 | 0.85 | 860,800 |
| September 2023 | 0.92 | 0.69 | 1,960,100 |
| October 2023 | 0.75 | 0.61 | 1,482,000 |
| November 2023 | 0.76 | 0.57 | 1,177,200 |
| December 2023 | 0.77 | 0.64 | 1,109,200 |
| January 2024 | 0.71 | 0.60 | 1,043,800 |
| February 2024 | 0.66 | 0.59 | 569,700 |
| To March 27, 2024 | 0.83 | 0.61 | 868,100 |
The following table sets forth the high and low market prices and the volume of the Common Shares traded on the NYSE American during the periods indicated:
| Period | High ($) | Low ($) | Total Volume |
| January 2023 | 1.15 | 0.95 | 8,428,100 |
| February 2023 | 1.07 | 0.90 | 7,282,600 |
| March 2023 | 1.21 | 0.89 | 10,041,000 |
| April 2023 | 1.01 | 0.82 | 13,892,800 |
| May 2023 | 0.92 | 0.67 | 12,399,100 |
| June 2023 | 0.73 | 0.63 | 7,088,200 |
| July 2023 | 0.76 | 0.66 | 9,544,300 |
| August 2023 | 0.74 | 0.63 | 8,292,200 |
| September 2023 | 0.69 | 0.52 | 8,567,400 |
| October 2023 | 0.54 | 0.44 | 20,739,400 |
| November 2023 | 0.57 | 0.40 | 17,191,700 |
| December 2023 | 0.57 | 0.47 | 16,252,900 |
| January 2024 | 0.53 | 0.45 | 9,746,700 |
| February 2024 | 0.49 | 0.44 | 7,222,100 |
| To March 27, 2024 | 0.62 | 0.46 | 13,287,800 |
DIRECTORS AND OFFICERS
Name, Occupation and Security Holding
The table below sets forth the name, province or state and country of residence, position with the Company, principal occupation during the previous five years and the number of voting securities beneficially owned, directly or indirectly, or over which control or direction is exercised, for the directors and executive officers of the Company.
| - 35 - |
As of December 31, 2023, directors and executive officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over an aggregate of 5,534,273 Common Shares representing approximately 4.31% of its issued and outstanding Common Shares.
The terms of the directors of the Company expires at the annual general meeting of shareholders where they can be nominated for re-election. The officers hold their office at the discretion of the Board, but typically on an annual basis, after the annual general meeting, the directors pass resolutions to appoint officers and constitute committees.
| Name and Residence and Position with the Company | Principal Occupation for Five Preceding Years | Number of Company Shares Owned |
|
DIRECTORS
| ||
| David Wolfin, British Columbia, Canada Director since: October 1995 | President and Chief Executive Officer of the Company; Mining Executive; Officer and/or Director of several other reporting issuers, including Chairman, Chief Executive Officer and Director of Silver Wolf Exploration Ltd. | 27,510 (Directly) 3,017,678 (Indirectly) |
| Peter Bojtos, Colorado, United States Chairman, Audit Committee Chair Director since: June 2018 | Professional Engineer with over 50 years of worldwide experience in the mining industry | 213,000 (Directly) |
| Ronald Andrews, Idaho, United States Director since: May 2019 | Owner and operator of Andrews Orchards, President of West Wind Property Inc., and Director of Coral Gold Resources Ltd. from January 2010 to November 2020 | 300,000 (Directly) 30,000 (Indirectly) |
| Jasman Yee, British Columbia, Canada Director since: January 2011 | Professional Engineer and Metallurgist | 486,520 (Directly) |
| Carolina Ordonez British Columbia, Canada Director since: June 2023 | Business professional | 5,000 (Directly) |
|
OFFICERS
| ||
| David Wolfin, British Columbia, Canada President and Chief Executive Officer | See information for Mr. Wolfin set forth above in the “Directors” section of this table. | See above |
| Nathan Harte, British Columbia, Canada Chief Financial Officer | Chief Financial Officer of the Company and Silver Wolf Exploration Ltd. | 317,675 |
| Peter Latta, British Columbia, Canada Vice President Technical Services | Vice President Technical Services of the Company and President of Silver Wolf Exploration Ltd. | 140,900 |
| Carlos Rodriguez, Durango, Mexico Chief Operating Officer | Chief Operating Officer of the Company | 958,500 |
| - 36 - |
Standing Committees of the Board
There are currently three standing committees of the Board: the Audit Committee, the Compensation Committee and Governance and Nominating Committee. The following table identifies the members of each of these Committees:
| Board Committee | Committee Members |
| Audit Committee | Peter Bojtos (Chair) Ronald Andrews Jasman Yee |
| Compensation Committee | Ronald Andrews (Chair) Carolina Ordonez Jasman Yee |
| Governance and Nominating Committee | Carolina Ordonez (Chair) Ronald Andrews Peter Bojtos |
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
Except as stated below, no director or executive officer of the Company is, as at the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company that:
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| (a) | was subject to an order that was issued while the director was acting in the capacity as director, chief executive officer or chief financial officer, or |
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| (b) | was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. |
Ronald Andrews was a director of Berkley Renewables Inc. (“Berkley”) at the time it was cease traded by the Ontario and B.C. Securities Commissions on May 6, 2019 for failing to file required records, and the cease trade order has not been rescinded. Mr. Andrews resigned from the board of directors of Berkley on May 15, 2019.
No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:
|
| (a) | is, as at the date hereof, or has been, within 10 years before the date hereof, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold its assets; or |
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| (b) | has, within 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver- manager or trustee appointed to hold the assets of the director or executive officer. |
| - 37 - |
On August 29, 2018, Deloitte Restructuring Inc. was made the Court-appointed receiver of Sage Gold Inc. (“Sage”) of which Peter Bojtos was a director, pursuant to Section 243(1) of the Bankruptcy and Insolvency Act (Canada) and Section 101 of the Courts of Justice Act. The Ontario Superior Court of Justice approved a Sales and Investor Solicitation Procedure to the Receiver to conduct the sale of all or substantially all of the property assets and undertakings of Sage. Mr. Bojtos’ directorship with Sage ceased on March 22, 2019.
No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has been subject to:
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| (a) | any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or |
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| (b) | any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. |
CONFLICTS OF INTEREST
To the best of the Company’s knowledge, there are no existing or potential conflicts of interest among the Company, its directors, officers or other insiders of the Company other than as described in the following paragraph.
Various officers, directors or other insiders of the Company may hold senior positions with entities involved in the mining industry or otherwise be involved in transactions within the mining industry and may develop or already have other interests outside the Company. If any such conflict of interest arises, a director who is in such a conflict will be required to disclose the conflict to a meeting of the directors of the Company and abstain from voting for or against matters concerning the matter in respect of which the conflict arises in accordance with the Business Corporations Act (British Columbia). Directors and officers are required to disclose any conflicts or potential conflicts to the Board of Directors as soon as they become aware of them and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.
Code of Ethics
We have adopted a Code of Ethics, which is applicable to all directors, officers and employees. A copy of the Code can be obtained from the Company’s website (www.avino.com/about/corporate-governance) or by contacting the Company.
PROMOTERS
We do not presently have and have not within the last two completed financial years had, any promoters other than the directors of the Company.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
Legal Proceedings
The Company is not currently and has not since the commencement of the Company’s the last completed financial year been a party to any legal proceedings, nor are any of the Company’s properties presently or since the commencement of the Company’s the last completed financial year, been subject to any legal proceedings.
| - 38 - |
Regulatory Actions
There have not been any:
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| (a) | penalties or sanctions imposed against the Company by a court relating to securities legislation or by a securities regulatory authority during the financial year ended December 31, 2023; |
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|
|
| (b) | other penalties or sanctions imposed against the Company by a court or by a regulatory authority that would likely be considered important to a reasonable investor making an investment decision; or |
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| (c) | settlement agreements entered into by the Company before a court relating to securities legislation or with a securities regulatory authority during the financial year ended December 31, 2023. |
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
No director or executive officer of the Company or shareholder holding more than 10% of any outstanding securities of the Company or any associate or affiliate of any such person or company, has or had in the three most recently completed financial years of the Company any material interest, direct or indirect, in any transaction that has materially affected or will materially affect the Company or any of its subsidiaries.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar of the Company is Computershare Investor Services Inc., (“Computershare”). Computershare’s principal location for the Common Shares is located at 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1.
MATERIAL CONTRACTS
Aside from contracts entered into in the ordinary course of business and not required to be filed under section 12.2 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), the following are the only contracts regarded as material which were entered into by the Company within the most recently completed fiscal year or before the most recently completed fiscal year that are still in effect:
| 1. | Share Purchase Agreement dated October 27, 2021 entered into among the Company, Coeur Mining, Inc., Coeur La Preciosa Silver Corp., Proyectos Mineros La Preciosa S.A De C.V, Coeur Explorations, Inc. Cervantes, LLC, La Preciosa Silver & Gold Mines Ltd and La Luna Silver & Gold Mines Ltd. to acquire the La Preciosa Property silver project. |
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| 2. | Sales Agreement dated January 13, 2021 entered into among the Company and Cantor Fitzgerald & Co., H. C. Wainwright & Co., LLC, Roth Capital Partners, LLC, and A.G.P./Alliance Global Partners, LLC re the ATM Offering of $25,000,000 for distribution in the United States only. |
NAMES AND INTERESTS OF EXPERTS
The following persons, firms and companies named below have prepared or certified a statement or report described or included in a filing, or referred to in a filing, made under NI 51-102 by the Company during, or relating to, the Company’s most recently completed financial year and whose profession, or business gives rise to the report or statement or opinion made by the person or company:
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Hassan Ghaffari, P.Eng., M.A.Sc., Jianhui (John) Huang, Ph.D., P.Eng ., Junjie (Jay) Li, P.Eng .and Michael F. O’Brien, P.Geo., M.Sc., Pr.Sci.Nat., FAusIMM are the Qualified Persons who prepared the Report.
Deloitte LLP is the auditor of the Company and is independent of the Company within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia and within the meaning of the U.S. Securities Act of 1933, as amended, and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).
Our Canadian legal counsel is Harper Grey LLP of Vancouver BC, and our US counsel is Lewis Brisbois Bisgaard & Smith LLP of San Francisco, CA.
To our knowledge, none of the experts named in the foregoing section held at the time of or after such person prepared the statement, report or valuation, any registered or beneficial interests, direct or indirect, in any of our securities or other property or of one of its associates or affiliates or is or is expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.
AUDIT COMMITTEE INFORMATION
The Audit Committee is responsible for monitoring the Company’s accounting and financial reporting practices and procedures, the adequacy of internal accounting controls and procedures, the quality and integrity of financial statements and for directing the auditors’ examination of specific areas.
Audit Committee Charter
A copy of the Company’s Audit Committee Charter is attached to this document as Appendix “B”.
Composition of the Audit Committee
The members of the Audit Committee are Peter Bojtos (Chair), Ronald Andrews and Jasman Yee, all of whom are “independent” directors as defined in National Instrument 52-110 – Audit Committees (“NI 52- 110”). Each member of the Audit Committee is considered to be “financially literate” within the meaning of NI 52-110, which includes the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the Combined Company’s financial statements. Additionally, as specified in the Company’s Audit Committee Charter, the nature and role of each member has been set out in accordance with the meanings of the terms “independent” and “financially literate,” as defined in Section 803 of the NYSE American Company Guide and Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended.
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Relevant Education and Experience
The relevant education and experience of each of the proposed members of the Audit Committee is as follows:
| Member | Relevant Education and Experience |
| Peter Bojtos (Chair) | B.Sc(Hons) 1972 Univ. of Leicester graduate and Kerr Addison Mines Ltd., senior management and officer for 12 years. From 1990 to 1992 President & CEO of RFC Resource Finance Corp. From 1992 to 1993 the President & CEO of Consolidated Nevada Goldfields Corp. From 1993 to 1995 he was Chairman & CEO of Greenstone Resources Ltd, constructing and operating several gold mines in Central America. Over the past 40 years has served on numerous boards and audit committees, and from 2017 to 2019, served as President of Pembridge Resources. |
| Jasman Yee | BASc, P.Eng (BC) 1970 graduate of the University of British Columbia with a degree in chemical engineering, a 1974 graduate of Toronto’s Ryerson Polytechnical Institute with a degree in economics, and holds a certificate for completing the Canadian Securities Course. |
| Ronald Andrews | Served on the boards of Bonner Mall and Coral Gold Resources Ltd., and he has served as labor foreman for Kennecott Mining Company. Mr. Andrews has a Bachelor of Science degree from Washington State University and a Masters in Political Science. |
Pre‐Approval Policies and Procedures
The Audit Committee will pre-approve all audit and non-audit services not prohibited by law to be provided by the independent auditors of the Company.
External Auditor’s Service Fees
The fees billed by the Company’s external auditor in the last two fiscal years for audit fees are as follows:
| Financial Year | Audit Fees1 (C$) | Audit Related Fees2 (C$) | Tax Fees3 (C$) | All Other Fees4 (C$) |
| 2023 | 1,235,025 | 29,631 | 34,035 | Nil |
| 20225 | 543,560 | 25,923 | Nil | Nil |
1 “Audit Fees” include fees necessary to perform the audit of the Company’s consolidated financial statements. Audit Fees include quarterly reviews, fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
2 “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include audit or attest services not required by legislation or regulation.
3 “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit- Related Fees”.
4 “All Other Fees” include fees relating to the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than the services reported under footnotes 1 to 3 above.
ADDITIONAL INFORMATION
Additional information relating to the Company may be found on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR+”) at www.sedarplus.ca, under the Company’s profile. Further financial information is also provided in the Company’s audited financial statements and management discussion & analysis for the year ended December 31, 2023.
Dated: March 28, 2024
***
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APPENDIX “A”
DEFINITIONS, TECHNICAL TERMS, ABBREVIATIONS
Glossary of Mining Terms
| agglomeration
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| Cementing crushed or ground rock particles together into larger pieces, usually to make them easier to handle; used frequently in heap-leaching operations.
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| anomalous
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| A value, or values, in which the amplitude is statistically between that of a low contrast anomaly and a high contrast anomaly in a given data set.
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| anomaly
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| Any concentration of metal noticeably above or below the average background concentration.
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| assay
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| An analysis to determine the presence, absence or quantity of one or more components.
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| Breccia
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| A rock in which angular fragments are surrounded by a mass of finer-grained material.
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| cretaceous
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| The geologic period extending from 135 million to 65 million years ago.
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| cubic meters or m3
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| A metric measurement of volume, being a cube one meter in length on each side.
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| cyanidation
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| A method of extracting exposed silver or gold grains from crushed or ground ore by dissolving it in a weak cyanide solution.
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| diamond drill
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| A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter.
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| fault
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| A fracture in a rock where there has been displacement of the two sides.
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| grade
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| The concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t or gpt) or ounces per ton (oz/t). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.
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| hectare or ha
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| An area totaling 10,000 square meters.
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| highly anomalous
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| An anomaly which is 50 to 100 times average background, i.e. it is statistically much greater in amplitude.
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| induced polarization (IP)
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| A method of ground geophysics surveying employing an electrical current to determine indications of mineralization.
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| A-1 |
| Inferred Mineral Resource
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| An Inferred Mineral Resources is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade or quantity continuity. An inferred Mineral Resource estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
Inferred Mineral Resources must not be included in the economic analysis, production schedules, or estimated mine life in publicly disclosed pre-feasibility or feasibility studies, or in the life of mine plans and cash flow models of developed mines. Inferred Mineral Resources can only be used in economic studies as provided under National Instrument 43-101, Standards of Disclosure for Mineral Projects.
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| Indicated Mineral Resource
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| An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation.
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| Measured Mineral Resource
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| A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit.
Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation.
A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve
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| A-2 |
| Mineral Reserve
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| A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction could reasonably be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.
Mineral resources are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. A Probable Mineral Reserve has a lower level of confidence than a Proven Mineral Reserve. The term “mineral reserve” need not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.
|
| Mineral Resource
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| A concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.
A Mineral Resource is an inventory of mineralization that under realistically assumed and justifiable technical and economic conditions might become economically extractable.
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| mineralization
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| Usually implies minerals of value occurring in rocks.
|
| Modifying Factors
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| Modifying Factors are considerations used to convert mineral resources to mineral reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.
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| net smelter returns (NSR) royalty
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| Payment of a percentage of net mining revenue after deducting applicable smelter charges.
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| NI 43-101
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| National Instrument 43-101, Standards of Disclosure for Mineral Projects, adopted by the Canadian Securities Administrators in Canada.
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| Oxide
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| A compound of oxygen and some other element.
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| ore
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| A natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated.
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| A-3 |
| prefeasibility study and preliminary feasibility study
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| Each means a comprehensive study of the viability of a mineral project that has advanced to a stage where mining method, in the case of underground mining, or the pit configuration, in the case of open pit mining, has been established, and which, if an effective method of mineral processing has been determined, includes a financial analysis based on reasonable assumptions of technical, engineering, operating and economic factors, and the evaluation of other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve.
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| Probable Mineral Reserve
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| Is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
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| Proven Mineral Reserve
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| Is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.
The term should be restricted to that part of the deposit where production planning is taking place and for which any variation in the estimate would not significantly affect potential economic viability.
|
| quartz
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| Silica or SiO2, a common constituent of veins, especially those containing silver and gold mineralization.
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| Tailings
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| Material rejected from a mill after most of the recoverable valuable minerals have been extracted.
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| ton
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| Imperial measurement of weight equivalent to 2,000 pounds.
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| Tonne
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| Metric measurement of weight equivalent to 2,205 pounds (1,000 kg)
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| Tpd
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| Tonnes per day.
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| Trench
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| A long, narrow excavation dug through overburden, or blasted out of rock, to expose a vein or ore structure.
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| veins
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| The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.
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| A-4 |
APPENDIX “B”
AUDIT COMMITTEE CHARTER
| 1. | Purpose of the Committee |
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| 1.1 | The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Company's financial statements and other relevant public disclosures, the Company's compliance with legal and regulatory requirements relating to financial reporting, the external auditors’ qualifications and independence and the performance of the internal audit function and the external auditors. |
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|
|
| 2. | Members of the Audit Committee |
| 2.1 | All Members of the Audit Committee must be “financially literate” as defined under NI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. |
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| 2.2 | The Audit Committee shall consist of no less than three Directors. |
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|
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| 2.3 | All Members of the Audit Committee must be “independent” as defined under NI 52-110. |
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| 3. | Relationship with External Auditors |
| 3.1 | The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit Committee. |
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| 3.2 | The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors. |
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| 3.3 | The Audit Committee must direct and ensure that the management fully co-operates with the external auditors in the course of carrying out their professional duties. |
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| 3.4 | The Audit Committee will have direct communications access at all times with the external auditors. |
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| 4. | Non-Audit Services |
| 4.1 | The external auditors are prohibited from providing any non-audit services to the Company, without the express written consent of the Audit Committee. In determining whether the external auditors will be granted permission to provide non-audit services to the Company, the Audit Committee must consider that the benefits to the Company from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate. |
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|
|
| 4.2 | Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Company: |
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| (i) | acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and |
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|
|
| (ii) | performing any non-audit consulting work for any director or senior officer of the Company in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Company. |
| B-1 |
| 5. | Appointment of Auditors |
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|
|
| 5.1 | The external auditors will be appointed each year by the shareholders of the Company at the annual general meeting of the shareholders. |
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| 5.2 | The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors. |
| 6. | Evaluation of Auditors |
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| 6.1 | The Audit Committee will review the performance of the external auditors on at least an annual basis, and notify the Board of Directors and the external auditors in writing of any concerns in regards to the performance of the external auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any other accounting or auditing issues which come to the attention of the Audit Committee. |
| 7. | Remuneration of the Auditors |
| 7.1 | The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders. |
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|
|
| 7.2 | The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards (“IASB”). |
| 8. | Termination of the Auditors |
| 8.1 | The Audit Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, provided the Committee is acting reasonable and responsible. |
| 9. | Funding of Auditing and Consulting Services |
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|
|
| 9.1 | Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services for the Company, which could impair or interfere with their role as the independent auditors of the Company. |
| 10. | Role and Responsibilities of the Internal Auditor |
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|
|
| 10.1 | Due to the Company's size and limited financial resources, the CEO and CFO of the Company shall be responsible for implementing internal controls and performing the role of the internal auditor to ensure that such controls are adequate. |
| 11. | Oversight of Internal Controls |
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|
| 11.1 | The Audit Committee will have the oversight responsibility for ensuring that the internal controls are implemented and monitored, and that such internal controls are effective. |
| B-2 |
| 12. | Continuous Disclosure Requirements |
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|
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| 12.1 | Due to the Company's size and limited financial resources, the Secretary of the Company is responsible for ensuring that the Company's continuous reporting requirements are met and in compliance with applicable regulatory requirements. |
| 13. | Other Auditing Matters |
| 13.1 | The Audit Committee may meet with the Auditors independently of the management of the Company at any time, provided the Committee is acting reasonable and responsible. |
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| 13.2 | The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Company. |
| 14. | Annual Review |
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|
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| 14.1 | The Audit Committee Charter will be reviewed annually by the Board of Directors and the Audit Committee to assess the adequacy of this Charter. |
| 15. | Independent Advisers |
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|
| 15.1 | The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the Committee. |
| B-3 |
APPENDIX “C”
MATERIAL MINERAL PROJECTS
This report provides updated information on the operation of the Avino Property and La Preciosa Property, including an updated Mineral Resource and Mineral Reserve estimate. The information will be used to support disclosures in Avino’s AIF. Units used in the report are metric units unless otherwise noted. Monetary units are in United States dollars unless otherwise stated, This report was prepared in accordance with the requirements and guidelines set forth in National Instrument 43-101, Companion Policy 43-101CP and Form 43-101F1 (June 2011), and the mineral resources and mineral reserves presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council on May 10, 2014. The mineral resource and mineral reserve estimates here are based on all available technical data and information as of October 16, 2023 and January 16, 2024, respectively.
| 1.0 Summary |
1.1 Introduction
Avino Silver & Gold Mines Ltd. (Avino) is a Canadian-based mining and exploration company listed on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE) American with precious metal properties in Mexico and Canada. The Avino mine site (the “Property” or the “Project”), near Durango, Mexico, is Avino’s principal asset and is the subject of this Technical Report, which includes a proposed extraction and reprocessing of historic tailings from the tailings deposit for silver and gold production within the existing Avino Property and mining operations. The information in this report consolidates current information in the light of proximity and potential synergies between the Avino tailings reprocessing facilities and the currently operating Avino Mine. This Technical Report aims to provide a NI 43-101 compliant Pre-feasibility Study, Mineral Reserves and previously disclosed Mineral Resources (Tetra Tech, 2023) based on the current economic parameters and the most recent metallurgical testwork results.
Avino holds a 99.67% interest in the Property through its subsidiary companies called Compañía Minera Mexicana de Avino, S.A. de C.V. (CMMA) and Promotora Avino, S.A. de C.V. (Promotora). Avino commenced development, including drilling and bulk sampling, on the San Gonzalo Vein in 2010, and this work is ongoing. This marks the resumption of activities on the Property since 2001, when low metal prices and the closure of a key smelter caused the mine to close after having been in operation continuously for 27 years. Between 1976 and 2001, the mine produced approximately 497 t of silver, 3 t of gold, 11,000 t of copper (Slim 2005a), and an undocumented amount of lead. In 2023, the mine produced approximately 615 kt of concentrate, containing approximately 29 t of silver, 0.23 t of gold, and 2,406 t of copper.
The majority of the Mineral Resource information presented in this Technical Report has been sourced from the data provided by Avino, Avino internal reports, Tetra Tech (2023; 2021; 2018; 2017; 2013), Slim (2005d), Gunning (2009), and a process plant review memo by Tetra Tech (2019). Most of the information was provided in English, but some were written in Spanish and translated into English.
All units of measurement used in this Technical Report and resource estimate are in metric units, and the currency is expressed in US dollars unless otherwise stated.
| C-1 |
1.2 Property Description and Location
The Property is located in the state of Durango, Mexico, within the municipalities of Pánuco de Coronado and Canatlán, and is approximately 85 km by existing road, northeast of the city of Victoria de Durango, the state capital. The Project is situated on the eastern flank of the Sierra Madre Occidental Mountain range. It can be found on the Instituto Nacional de Estadística, Geografía e Informática General Carlos Real Topographic Map G13D72, centred on coordinates 24°25'42.4200"N Latitude and 104°27'27.2380"W Longitude (554,987.8815 mE, 2,701,771.0046 mN) in the Universal Transverse Mercator (WGS 84), Zone 13R (Northern Hemisphere) (Figure 1‑1).
Figure 1‑1: General Location of the Property (Avino 2024)
Avino holds 41 mineral concessions, totalling 7,943.0123 ha (see Table 1‑1).
Table 1‑1: Avino Property Mineral Concessions (Avino 2024)
| S. No. | Concession Name | Concession No. | Area (Ha) | Expiration Date |
| Area Avino | ||||
| 1 | AMPLIACION DE LA POTOSINA | 185326 | 84.0000 | December 14, 2039 |
| 2 | AMPLIACION SAN GONZALO | 191837 | 5.8495 | December 19, 2041 |
| 3 | AMPLIACION LA MALINCHE | 204177 | 6.0103 | December 18, 2046 |
| 4 | EL POTRERITO | 185328 | 9.0000 | December 14, 2039 |
| 5 | LA MALINCHE | 203256 | 9.0000 | June 28, 2046 |
| 6 | LA POTOSINA | 185336 | 16.0000 | December 14, 2039 |
| 7 | SAN GONZALO | 190748 | 12.0000 | April 29, 2041 |
| 8 | YOLANDA | 191083 | 43.4577 | April 29, 2041 |
| 9 | AGRUP. SAN JOSE | 164985 | 8.0000 | August 13, 2029 |
| 10 | AGRUP. SAN JOSE, (EL TROMPO) | 184397 | 81.5466 | October 13, 2039 |
| 11 | AGRUP. SAN JOSE, (GRAN LUCERO) | 189477 | 161.4684 | December 5, 2040 |
| 12 | AGRUP. SAN JOSE, (PURISIMA CHICA) | 155597 | 136.7076 | September 30, 2071 |
| 13 | AGRUP. SAN JOSE, (SAN CARLOS) | 117411 | 4.4505 | December 5, 2061 |
| table continues… | ||||
| C-2 |
| S. No. | Concession Name | Concession No. | Area (Ha) | Expiration Date |
| 14 | AGRUP. SAN JOSE, (SAN PEDRO Y SAN PABLO) | 139615 | 12.0000 | June 22, 2061 |
| 15 | AGUILA MEXICANA | 215733 | 36.7681 | March 12, 2054 |
| 16 | ARANJUEZ | 214612 | 96.0000 | October 2, 2051 |
| 17 | AVINO GRANDE IX | 216005 | 19.5576 | April 2, 2052 |
| 18 | AVINO GRANDE VIII | 215224 | 22.8816 | February 14, 2052 |
| 19 | EL CARACOL | 215732 | 102.3821 | March 12, 2052 |
| 20 | EL FUERTE | 216103 | 100.3274 | April 9, 2052 |
| 21 | FERNANDO | 205401 | 72.1287 | August 29, 2047 |
| 22 | LA ESTELA | 179658 | 14.0000 | December 11, 2036 |
| 23 | LOS ANGELES | 154410 | 23.7130 | March 25, 2071 |
| 24 | NEGRO JOSE | 218252 | 58.0000 | October 17, 2052 |
| 25 | SAN MARTIN DE PORRES | 222909 | 30.0000 | September 15, 2054 |
| 26 | SANTA ANA | 195678 | 136.1823 | September 14, 2042 |
| -- | TOTAL | -- | 1,301.4314 | -- |
| Area La Preciosa | ||||
| 1 | EL CHOQUE CUATRO | 220251 | 629.7778 | July 1, 2053 |
| 2 | EL CHOQUE SEIS | 220583 | 249.0000 | September 1, 2053 |
| 3 | EL CHOQUE TRES | 218953 | 10.0000 | January 28, 2053 |
| 4 | FRACCION LA PRECIOSA | 185128 | 2.5249 | July 14, 2038 |
| 5 | LA B | 214232 | 28.2006 | September 5, 2051 |
| 6 | LA PRECIOSA | 182517 | 143.6119 | July 14, 2038 |
| 7 | LUPITA | 182584 | 27.1878 | August 11, 2038 |
| 8 | SAN PATRICIO | 189616 | 29.4740 | December 4, 2040 |
| 9 | SANTA MONICA SUR | 223097 | 900.0000 | October 15, 2054 |
| 10 | EL NIÑO | 236219 | 10.0000 | May 24, 2060 |
| 11 | LA PEÑA | 204828 | 57.3190 | May 12, 2047 |
| 12 | CENTINELA | 244180 | 0.1048 | June 29, 2065 |
| 13 | DON MIGUEL HIDALGO Y COSTILLA | 244480 | 0.2168 | October 5, 2065 |
| 14 | HURACAN 4 R1A | 246910 | 1,768.4591 | January 19, 2054 |
| 15 | TIFON 3 R1A | 246466 | 2,785.7042 | February 16, 2056 |
| -- | TOTAL | -- | 6,641.5809 | -- |
Notes: Figures may not add to totals shown due to rounding.
All concessions are current and up-to-date based on the information received. Mineral concessions in Mexico do not include surface rights. Avino has entered into agreements with communal landowners (Ejidos) of San Jose de Avino, Panuco de Coronado, and Zaragoza for the temporary occupation and surface rights of the concessions.
| C-3 |
1.3 Geology and Mineralization
1.3.1 Avino Area
The Property is located within the Sierra de Gamon, on the east flank of the Sierra Madre Occidental. The area is a geological window into the Lower Volcanic series and consists of volcanic rocks of mainly Andesitic affiliation with other rock types occurring more sparsely to the north (Slim 2005d).
A large monzonitic intrusion is observed in the region in the form of dykes and small stocks, which may be related to the Avino Vein mineralization. Several younger, thin mafic sills are also found in various parts of the region.
The Avino concession is situated within a 12 km north-south by 8.5 km caldera, which hosts numerous low-sulphidation epithermal veins, breccias, stockwork, and silicified zones. These zones grade into a “near porphyry” environment in the general vicinity of the Property. The caldera has been uplifted by regional, north-trending block faulting (a graben structure), exposing a window of andesitic pyroclastic rocks of the lower volcanic sequence, which is a favourable host rock. The upper volcanic sequence consists of rhyolite to trachytes with extensive ignimbrite and is intruded by monzonite bodies.
The basal andesite-bearing conglomerate and underlying Paleozoic basement sedimentary rocks (consisting of shales, sandstones, and conglomerates) have been identified on the Avino concession in the south-central portion of the caldera, covering the Guadalupe, Santiago, San Jorge, the San Gonzalo Trend, Malinche, Porterito, and Yolanda areas. A northerly trending felsic dyke, probably a feeder to the upper volcanic sequence, transects the Property and many of the veins. The Aguila Mexicana low-temperature vein system, with significant widths but overall low precious metal values, trends north-northwest, similar to the felsic dyke and with similar continuity across the Property. The two structures may occupy deep crustal faults that control volcanism and mineralization, with the felsic dyke structure controlling the emplacement of the Avino, Nuestra Senora, and El Fuerte-Potosina volcanic centres and the Aguila Mexicana controlling the Cerro San Jose and El Fuerte-Potosina volcanic centres (Paulter 2006).
Silver- and gold-bearing veins crosscut the various lithologies and are generally oriented north-northwest to south-southeast (the Avino Vein trend) and northwest to southeast the San Gonzalo trend. In Mexico, these vein deposits may have large lateral extents but can be limited in the vertical continuity of grades due to the effects of pressure on boiling levels for mineralizing fluids. The rocks have been weathered and leached in the upper sections due to contact with atmospheric waters. The oxide tailings material is derived primarily from these shallow zones, whereas the sulphide tailings are predominantly from material sourced at depth from the underground workings.
The valuable minerals found during the period of mining of the oxide zone are reported to be argentite, bromargyrite, chalcopyrite, chalcocite, galena, sphalerite, bornite, native silver and gold, and native copper.
| C-4 |
1.3.1.1 The Avino Vein
The Avino Vein (see Figure 1‑2 for location) has been and continues to be the primary deposit mined on the Property since at least the 19th century. It is 1.6 km long and up to 60 m wide on the surface. The deepest level is at the 1,849 masl level (430 m below the surface).
Figure 1‑2: Plan View of the Avino Mine Deposits (Red Pennant 2022)
1.3.1.2 The San Gonzalo Vein
The San Gonzalo Vein system (see Figure 1‑2 for location), including the crosscutting Angelica Vein, is located 2 km northeast of the Avino Vein. It constitutes a strongly developed vein system over 25 m across, trending 300° to 325°/80° northeast to 77° south. Banded textures and open-space filling are common, and individual veins have an average width of less than 2 m. The vein was mined historically, and underground workings extend approximately 1.1 km along the strike to the 1,970 masl (300 m below the surface).
| C-5 |
1.3.1.3 Guadalupe Vein
The Guadalupe Vein (see Figure 1‑2) is located approximately 0.7 km northeast of the Avino Vein. It consists of northwest-southeast and east-west striking steep-dipping vein sets. The geometry is similar to the San Gonzalo vein, but the base metal mineralization more closely resembles the Avino hanging wall breccia.
1.3.1.4 La Potosina Vein
The La Potosina Veins (see Figure 1‑2) are located close to the northern margin of the caldera, approximately 7 km north of the Avino mine and processing plant. It consists of complementary northwest-southeast striking steep-dipping vein sets. The geometry is complex, with at least two ages of fault displacement.
1.3.1.5 Oxide and Sulphide Tailings
The Avino tailings deposit (see Figure 1‑2) is adjacent to the processing plant, approximately 300 m west-southwest of the mine offices. The tailings have been built up over several decades of mining and processing, and several units have been defined based on the oxidation nature of the tailings and metal content.
Due to the historical processing sequence, the oxide tailings are primarily derived from weathered and oxidized rocks close to the surface of the Property, whereas the sulphide tailings are predominantly derived from material sourced at depth from the underground workings below the weathered/leached zone.
1.3.2 La Preciosa Area
La Preciosa deposit is situated on the eastern flank of the Cretaceous to mid-Tertiary Sierra Madre Occidental. The SMO is the largest silicic igneous province in North America, and it stretches from the USA-Mexico border to the latitude of Guadalajara, where the SMO is covered by the late Miocene to Quaternary Trans-Mexican Volcanic Belt.
Mineralization at the La Preciosa is hosted within multiple discrete poly-phase quartz veins, often displaying banded, smoky, drusy, and chalcedony textures. Also, in each stage, there is variably crustiform banded fracture fill/breccia cement mineralogy. Fluorite, amethyst, a substantial number of barite laths, calcite, and rhodochrosite may also be present, and sulphide mineralization in the form of sphalerite, galena, pyrite, chalcopyrite, acanthite, sparse native silver, and free gold, as well as iron and manganese oxides have been noted in drill core. The principal silver-bearing mineral at the La Preciosa is acanthite-pseudomorphic after argentite or as microcrystalline to amorphous grains.
The main vein system on the Abundancia ridge consists of dominantly southward-striking and westward-dipping veins plus east-southeast–striking, south-dipping crosscutting veins. The Abundancia ridge vein system has been traced on the surface for over 1.5 km. In the eastern part of the Project, a north- to northwest-striking, shallow west-dipping vein system with associated hanging wall veining and alteration is exposed in a series of hills. This vein system is referred to as the Martha vein or fault zone and has been traced by drilling for over 2.5 km along the strike.
The mineralization in the area occurs in veins, veinlets, and stockwork. These veins average in true width less than 15 m (Martha Vein) and consist of several stages of banded crustiform to colloform, quartz (and cryptocrystalline quartz at shallow depths), adularia, barite, and typically later carbonates (both calcite and rhodochrosite); illite commonly replaces the adularia. There are variable amounts of pyrite, sphalerite, and galena plus argentite, and variable amounts of tetrahedrite - tennantite, freibergite, and Ag sulfosalt.
| C-6 |
The mineralization displays characteristics typical of epithermal veins in Mexico, particularly of the Ag-rich variety. Quartz veins are accompanied by adularia, barite, calcite, and rhodochrosite of variable timing, as well as acanthite, freibergite, Ag sulfosalts and minor electrum, plus variable amounts of pyrite, honey-coloured sphalerite, tennantite/tetrahedrite, chalcopyrite and galena, and supergene Fe and Mn oxides; the hypogene minerals are characteristic of intermediate-sulphidation deposits in Mexico. Mineralization is believed to be Tertiary in age both the Lower Volcanic Supergroup (LVS) and Upper Volcanic Supergroup (UVS) are mineralized, but the basalts are recent and not mineralized.
The Martha vein is the largest vein in the deposit, with at least three times the volume of the next largest vein, La Abundancia. The Martha vein dips ~20-30°, following the southwest-dipping contact of volcaniclastic rocks overlying an immature conglomeratic unit (consisting mainly of polylithic clast-supported fragmental rock with angular to sub-rounded clasts) or the underlying schist.
There are steep-dipping veins in the west on the ridge, such as the La Gloria vein. These steep veins can be considered as a mineralized zone or lode of stock work, silicification, breccias, veins, vein breccias, veinlets, and a general mix of multiple styles of mineralization. Within this broader zone, for example the Martha lode ranges from 1 to 35 m thicknesses and averages approximately 5 m.
1.4 Mineral Resource Estimates
The current mineral resources for the property (Avino Mine and La Preciosa area) are summarized in Table 1‑2.
Table 1‑2: Avino Property – Mineral Resources (Inclusive of Mineral Reserves, Effective Date: October 16, 2023)
| Area | Category | Mass (Mt) | Average Grade | Metal Content | ||||||
|
|
|
| AgEQ (g/t) | Ag (g/t) | Au (g/t) | Cu (%) | AgEQ | Ag | Au | Cu |
| (million tr oz) | (million tr oz) | (thousand tr oz) | (million lb) | |||||||
| Avino Mine | MEA | 8.466 | 142.35 | 71.72 | 0.53 | 0.32 | 38.75 | 19.52 | 144.26 | 60.24 |
| IND | 27.204 | 142.85 | 59.42 | 0.53 | 0.41 | 124.94 | 51.97 | 465.90 | 243.69 | |
| M&I | 35.671 | 142.73 | 62.35 | 0.53 | 0.39 | 163.69 | 71.50 | 610.15 | 303.95 | |
| INF | 19.373 | 112.02 | 45.83 | 0.34 | 0.37 | 69.77 | 28.54 | 212.59 | 158.31 | |
| La Preciosa | MEA | - | - | - | - | - | - | - | - | - |
| IND | 17.441 | 202 | 176 | 0.34 | - | 113.14 | 98.59 | 189.19 | - | |
| M&I | 17.441 | 202 | 176 | 0.34 | - | 113.14 | 98.59 | 189.19 | - | |
| INF | 4.397 | 170 | 151 | 0.25 | - | 24.1 | 21.33 | 35.48 | - | |
| TOTALS | MEA | 8.466 | 142.35 | 71.72 | 0.53 | 0.32 | 38.75 | 19.52 | 144.26 | 60.24 |
| IND | 44.645 | 165.87 | 104.89 | 0.46 | 0.25 | 238.08 | 150.56 | 655.09 | 243.69 | |
| M&I | 53.111 | 162.12 | 99.61 | 0.47 | 0.26 | 276.83 | 170.08 | 799.34 | 303.95 | |
| INF | 23.770 | 122.83 | 65.26 | 0.32 | 0.30 | 93.87 | 49.87 | 248.07 | 158.31 | |
Notes:
| 10. | Figures may not add to totals shown due to rounding. |
| 11. | Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. |
| 12. | The Mineral Resource estimate is classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves incorporated by reference into NI 43-101 Standards of Disclosure for Mineral Projects. |
| 13. | Mineral Resources are stated inclusive of Mineral Reserves |
| 14. | Based on recent mining costs (Section 21.0), Mineral Resources are reported at cut-off grades 60 g/t, 130 g/t, and 50 g/t AgEQ grade for ET, San Gonzalo, and oxide tailings, respectively. |
| 15. | AgEQ or silver equivalent ounces are notational, based on the combined value of metals expressed as silver ounces |
| 16. | Metal price assumptions are shown in Table 14‑2 |
| 17. | Metal recovery is based on operational results and column testing, shown in Table 14‑2 |
| 18. | The silver equivalent was back-calculated using the formulas described in Section 14. |
The following table provides a synopsis of the Mineral Resources reported in this section. Table 1‑3 summarizes the Mineral Resources (inclusive of Mineral Reserves) at the Avino Mine Area. The Mineral Resources exclusive of Mineral Reserves are presented in Section 14.1.1.
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Table 1‑3: Avino Mine – Mineral Resources (Inclusive of Mineral Reserves, Effective Date: October 16, 2023)
| Area/Zone | Category | Mass (Mt) | Average Grade | Metal Content | |||||||
| AgEQ (g/t) | Ag (g/t) | Au (g/t) | Cu (%) | AgEQ (million tr oz) | Ag (million tr oz) | Au (thousand tr oz) | Cu (million lb) | ||||
| ET Avino | MEA | 3.883 | 171 | 69 | 0.53 | 0.57 | 21.39 | 8.58 | 67.00 | 48.91 | |
| IND | 23.916 | 146 | 58 | 0.53 | 0.44 | 112.41 | 44.59 | 409.00 | 234.08 | ||
| M&I | 27.800 | 150 | 60 | 0.53 | 0.46 | 133.80 | 53.17 | 476.00 | 283.00 | ||
| INF | 17.591 | 106 | 37 | 0.34 | 0.40 | 59.76 | 20.72 | 191.00 | 154.18 | ||
| San Gonzalo | MEA | 0.331 | 332 | 244 | 1.17 | 0.00 | 3.53 | 2.59 | 12.42 | 0.00 | |
| IND | 0.302 | 293 | 230 | 0.84 | 0.00 | 2.85 | 2.23 | 8.14 | 0.00 | ||
| M&I | 0.633 | 313 | 237 | 1.01 | 0.00 | 6.38 | 4.83 | 20.56 | 0.00 | ||
| INF | 0.246 | 297 | 271 | 0.35 | 0.00 | 2.35 | 2.14 | 2.74 | 0.00 | ||
| Guadalupe | MEA | 0.000 | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| IND | 0.401 | 169 | 70 | 0.79 | 0.37 | 2.17 | 0.90 | 10.24 | 3.27 | ||
| M&I | 0.401 | 169 | 70 | 0.79 | 0.37 | 2.17 | 0.90 | 10.24 | 3.27 | ||
| INF | 0.354 | 159 | 82 | 0.62 | 0.30 | 1.81 | 0.93 | 7.00 | 2.30 | ||
| La Potosina | MEA | 0.000 | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| IND | 0.142 | 220 | 186 | 0.41 | 0.04 | 1.00 | 0.85 | 1.85 | 0.13 | ||
| M&I | 0.142 | 220 | 186 | 0.41 | 0.04 | 1.00 | 0.85 | 1.85 | 0.13 | ||
| INF | 0.844 | 176 | 149 | 0.29 | 0.05 | 4.79 | 4.05 | 7.90 | 1.01 | ||
| Tailings Deposit | MEA | 4.252 | 101 | 61 | 0.47 | 0.12 | 13.83 | 8.35 | 64.84 | 11.33 | |
| IND | 2.443 | 83 | 43 | 0.47 | 0.12 | 6.51 | 3.40 | 36.67 | 6.21 | ||
| M&I | 6.695 | 94 | 55 | 0.47 | 0.12 | 20.34 | 11.75 | 101.50 | 17.55 | ||
| INF | 0.338 | 97 | 65 | 0.36 | 0.11 | 1.06 | 0.70 | 3.95 | 0.82 | ||
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| TOTALS | MEA | 8.466 | 142.35 | 71.72 | 0.53 | 0.32 | 38.75 | 19.52 | 144.26 | 60.24 | |
| IND | 27.204 | 142.85 | 59.42 | 0.53 | 0.41 | 124.94 | 51.97 | 465.90 | 243.69 | ||
| M&I | 35.671 | 142.73 | 62.35 | 0.53 | 0.39 | 163.69 | 71.50 | 610.15 | 303.95 | ||
| INF | 19.373 | 112.02 | 45.83 | 0.34 | 0.37 | 69.77 | 28.54 | 212.59 | 158.31 | ||
Notes:
| 1. | Figures may not add to totals shown due to rounding. |
| 2. | Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. |
| 3. | The Mineral Resource estimate is classified in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves incorporated by reference into NI 43-101 Standards of Disclosure for Mineral Projects. |
| 4. | Based on recent mining costs (Section 21), Mineral Resources are reported at cut-off grades 60 g/t, 130 g/t, and 50 g/t AgEQ grade for ET, San Gonzalo, and oxide tailings, respectively. |
| 5. | AgEQ or silver equivalent ounces are notational, based on the combined value of metals expressed as silver ounces |
| 6. | Cut-off grades were calculated using the following consensus metal price assumptions: gold price of US$1,800/oz, silver price of US$21.00/oz, and copper price of US$3.50/lb. |
| 7. | Metal recovery is based on operational results and column testing, shown in Table 14‑5. |
| 8. | The silver equivalent was back-calculated using the following formulas: |
|
| a) | ET, Guadalupe, La Potosina: AgEQ = Ag (g/t) + 71.43 * Au (g/t) + 113.04 * Cu (%) |
|
| b) | San Gonzalo: Ag Eq = Ag (g/t) + 75.39 * Au (g/t) |
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| c) | Oxide Tailings: Ag Eq = Ag (g/t) + 81.53 * Au (g/t) |
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1.5 Mineral Reserve Estimate
The Mineral Reserves were estimated using both oxide and sulphide tailings and are based on Measured and Indicated Resources only. The pit design used for the estimation was at the PFS level. The ultimate pit limit was determined by the Lerchs-Grossman optimizer in Datamine™, with consideration of economic parameters and physical constraints such as pit road widths, mining bench width, and face angles for the recommended mining equipment.
The tailings material to be mined at the Avino Project was deposited upon bedrock. The visual difference between the bedrock and tailings material will allow for recovery of most of the tailings while minimizing potential dilution when mining the final bench on bedrock.
To account for this, a mining dilution of 1% and mining recovery of 99% is included within the pit optimization model.
Mineral reserves were classified based on resource categories defined during resource estimation. Measured Resources were converted to Proven Reserves, and Indicated Resources were converted to Probable Reserves. No Measured Resources were included within Probable Reserves. No Inferred Resources were included within the reserve classification.
Proven and Probable Mineral Reserves are summarized in Table 1‑4.
Table 1‑4: Mineral Reserve Statement of the Avino OxideTailings Project
| Reserve Category | Quantity (Million tonnes) | Average Ag Grade (g/t) | Average Au Grade (g/t) | Contained Ag Metal (Million tr. Oz) | Contained Au Metal (Thousand tr. Oz) |
| Proven | 4.27 | 61 | 0.47 | 8.37 | 65.01 |
| Probable | 2.43 | 43 | 0.47 | 3.38 | 36.53 |
| Total | 6.70 | 55 | 0.47 | 11.75 | 101.54 |
Notes:
| 1. | The effective date of the Mineral Reserve estimate is January 16, 2024. The QP for the estimate is Junjie (Jay) Li, P.Eng. of Tetra Tech. | |
| 2. | The Mineral Reserve estimates were prepared with reference to the 2014 CIM Definition Standards (2014 CIM Definition Standards) and the 2019 CIM Best Practice Guidelines. | |
| 3. | Reserves estimated assuming open pit mining methods. | |
| 4. | Reserves are reported on a dry in-situ basis. | |
| 5. | Reserves are based on a gold price of US $1,850/tr oz., and silver price of US $22/tr oz, mining cost of US$1.00/t mined, milling costs of US$18.00/t feed, and USG&A cost of US$3.00/t feed. | |
| 6. | Mineral Reserve includes consideration for 1% mining dilution and 99% mining recovery. | |
| 7. | Ore-waste cut-off was based on US$21.00/t of NSR. |
1.6 Mineral Processing, Metallurgical Testing and Recovery Methods
1.6.1 Avino Mine Area
The Avino processing plant is currently processing materials from the Avino underground mine. The target metal values are gold, silver, and copper. The materials from the previous San Gonzalo Mine were processed from October 2012 to Q4 2019 with the target values of gold, silver, lead, and zinc. There are four grinding and flotation lines with a total capacity of 2,500 t/d, including two 1,000 t/d and one 250 t/d lines to recover copper, gold, and silver into a copper concentrate, and a separate 250 t/d line, which was used to produce materials from the previously operating San Gonzalo Mine, which has ceased operation since the end of 2019.
There is a potential tailings resource from previous operations; currently, there is no operation on tailings material.
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1.6.1.1 Avino Vein
The Avino Vein material is currently being processed at the Avino processing plant using froth flotation to produce a marketable copper concentrate with silver and gold credits. A gravity concentration circuit was also incorporated in three of the four processing lines. The material has been successfully processed in the past.
The feed from the Avino Vein has been processed using froth flotation to produce a copper concentrate with silver and gold credits. In the 2023 operation, the average silver, gold, and copper recoveries reporting to a silver/gold/copper concentrate and a gravity concentrate were 87%, 72%, and 83%, respectively. The total material processed was 615,373 t.
Table 1‑5: Total Production (Avino, 2024)
| Description | 2023 | 2022 | 2021* |
| Feed Tonnage | |||
| Tonnes Milled (dry t) | 615,373 | 541,823 | 165,304 |
| Feed Grade |
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| Silver (g/t) | 54 | 62 | 53 |
| Gold (g/t) | 0.51 | 0.42 | 0.84 |
| Copper (%) | 0.47 | 0.61 | 0.57 |
| Recovery | |||
| Silver (%) | 87 | 92 | 87 |
| Gold (%) | 72 | 78 | 75 |
| Copper (%) | 83 | 89 | 88 |
| Total Metal Produced | |||
| Silver Produced (oz) | 928,643 | 985,195 | 245,372 |
| Gold Produced (oz) | 7,335 | 5,778 | 3,386 |
| Copper Produced (lbs) | 5,304,808 | 6,504,177 | 1,869,306 |
Notes:
|
| 1 | After a period of operational suspension; the Avino Mine restarted production during Q3 2021. |
1.6.1.2 Test Work on Tailings Materials
The test work on the tailings material is presented in Section 13 and are divided into four main sections as follows:
| · | Latest metallurgical test work conducted by SGS during 2022 and 2023 |
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| · | Attrition and Filtration test work conducted by SGS 2023 |
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| · | Historical test work conducted by Process Research Associates Inc. (PRA) under supervision of MMI between 2002 and 2003 – Oxide Tailings |
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| · | Historical test work conducted by PRA under supervision of MMI between 2002 and 2003 – Sulphide Tailings. |
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The test results indicate that the tailings samples responded well to cyanide leaching, including column leaching treatment. The 2022-2023 test program shows the following test results with regrinding to 80% passing approximately 75 µm:
Early-stage Oxide Tailings Composite: silver and gold extractions were improved to approximately 90.4% and 88.3% respectively, compared to 82.7% for silver and 78.7% for gold without regrinding.
Recent Oxide Tailings Composite, silver and gold extractions were improved to approximately 83% or slightly higher respectively, compared to 77.9% for silver and 76.6% for gold without regrinding.
Sulphide Tailings Composite: silver and gold extractions were improved to approximately 76.1% and 82.8% respectively, compared to 69.1% for silver and 77.0% for gold without regrinding.
According to the tests results, the existing tailings will be processed at 2,250 t/d by tank cyanide leaching, followed by the Merrill-Crowe process to recover silver and gold. The residual material will be detoxified, filtered, and deposited in a lined dry stack tailings management facility.
The LOM average plant feed grade is estimated to be 54.5 g/t silver and 0.47 g/t gold. The LOM average silver and gold recovery is estimated to be 77.2% and 74.9%, respectively.
1.6.2 La Preciosa Area
Extensive metallurgical investigations were conducted to support the previous studies, including a feasibility study completed in 2014, NI 43-101 Technical Report Feasibility Study for La Preciosa Silver-Gold Project, prepared by M3 of Tucson, Arizona. Please refer to 2014 Feasibility Study Report (M3 Engineering & Technology Corporation 2013) for test work results on La Preciosa Area.
Further test work conducted in 2021 was focused on metallurgical response of the samples to conventional flotation concentration. The samples tested were from Abundancia, Gloria, and Martha mineralization zones. Please refer to 2023 Mineral Resource Estimate Update for the Avino Property, Durango, Mexico (Tetra Tech 2023) for 2021 test work results on La Preciosa Area.
1.7 Mining Methods
1.7.1 Avino Area
1.7.1.1 Avino Vein
Avino is currently conducting mining activity on the Avino Vein using sublevel long hole stoping and room and pillar mining methods. The last three years of production from the Avino Mine (mill feed) are summarized in Table 1‑5. This data is summarized from the information listed in Avino’s press releases.
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1.7.1.2 San Gonzalo Vein
Avino reported that by Q4 2019, mining at the San Gonzalo Vein reached the end of its current resources, and underground mining activities at the mine were stopped. However, the mine remains open for continued exploration at different levels of the mine. No operation for the San Gonzalo Vein’s mineralization has been reported since 2020.
1.7.1.3 Oxide Tailings Extraction
The Avino Oxide Tailings Project will be extracted using conventional surface mining techniques with an excavator, wheel loader, and trucks, operating 365 days per year with three 8-hour shifts per day. Based on the Measured and Indicated Resource, the mine plan includes transporting ore to the ROM feed located north of the deposit, and the waste material will be placed at a waste storage structure located east of the Project. Equipment selection and requirements are based on the existing equipment list provided by Avino and the design parameters of the pit and annual material movement, respectively. Refer to Section 15 for the geotechnical pit slope parameters.
Mining phases (pushbacks or PB) have been designed and incorporated into the mining sequence to bring higher grade material forward and to defer waste stripping. The phase designs were guided by the lower revenue factor pit shells from the pit optimization analysis. A total of five phases have been designed. The mining phases were designed to provide operational flexibility while meeting geotechnical constraints and mining equipment available on site. For the LOM, there are at least two active phases being mined at one time to reduce the operational risk from geotechnical failures. Figure 16‑1 shows the pushback schedule for the LOM.
Figure 1‑3: Mining Phases Schedule
Over the LOM, 3.7 Mt of waste material will be stored in the mine waste management facility located east of the mining area, sitting at a final elevation of 2220 masl. Dumps are designed to minimize haulage distances from the pits while also honoring geotechnical offsets from the ultimate pit and infrastructure. Further details of waste management are presented in Section 16.
The mine production plan has been prepared using Datamine’s TM Studio OP and NPVS software. Provided with economic input parameters and operational constraints such as phase sequencing, maximum bench sink rates, mining and milling capacities, the software determines the optimal mining sequence.
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The mine life of the project is expected to be approximately 9 years. The mining rate will ramp up to around 1.4 Mt in years 2 to year 5 to accommodate a high strip ratio to remove the majority of the overburden and will start to ramp down in later years as the strip ratio decreases. Table 16‑1 tabulates the life of mine schedule and grade.
Mining is to be carried out using conventional surface mining techniques with an excavator, wheel loader, and trucks in a bulk mining approach with 5 m benches. Equipment requirements are based on the design parameters of the pit and production rate requirements. Equipment availability and utilization is based on Tetra Tech’s experience and vendor guidance.
A total of four 125hp class submersible pumps and piping system will be used for surface dewatering in the oxide tailings extraction area.
Over the life of mine, excluding the contracted workers, the average labour complement will be 22 full-time equivalent personnel in oxide tailings extraction.
Figure 1‑4: Ore and Waste Mining Schedule
1.7.2 La Preciosa Area
Currently, there are no commercial operations in the La Preciosa area.
1.8 Project Infrastructure
The Property is easily accessible by road and is an important part of the local community from which skilled workers are available. The history of operations at the Avino mine site provides ample evidence of sufficient infrastructure and services in the area. The San Gonzalo Mine entered commercial production in October 2012, followed by the reopening of the ET Mine in January 2015. Currently, only the ET Mine is in operation, and the mined materials are fed to a conventional flotation plant with four separate circuits. The processing plant, including crushing, grinding, flotation, and downstream dewatering processes, had been upgraded from 1,500 t/d to a total capacity of 2,500 t/d in 2017/18.
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The offices, miner’s quarters, secured explosives storage facilities, warehouse, laboratory, and other associated facilities are all in place. The proposed tailings leach facilities are planned to be located southeast of the existing tailings storage pond.
There is a water treatment plant (WTP) for treating excess water from the Avino underground mine operation before discharging it to El Caracol Dam. The effluent is sampled daily when the WTP is operational.
1.8.1 Oxide Tailings Project Infrastructure
The major areas of OTP facilities consist the following:
Plant Feed Stockpile area comprises a 25 m diameter (3,700 t) ROM plant feed stockpile. LHD trucks coming from the historic TMF offload the plant feed to the plant feeding dump hopper or to the plant feed stockpile, which is reclaimed into the trommel feed conveyor hopper for feeding the processing plant.
Processing Plant area consists of the primary thickening, primary leaching & intermediate thickening, secondary leaching & counter current decantation washing, Merrill-Crowe and tailings detox/filtration circuit to facility silver and gold extraction and production on site, support by ancillary process circuits and utilities such as reagent preparation circuit, power substation and distribution, water services and compressed air services.
Dry Stack TMF area comprise the Dry Stack Tailings Management Facility (DSTMF) and the material transport conveyors between tailings dewatering facilities in the process plant and dry stacking area. Contact water collected in the DSTMF and processing plant areas will be sedimented prior to being pumped to the process water tank for process use.
Ancillary facilities which service the existing operation will also service for the tailings reprocessing. These facilities consist of the administration building, maintenance shop, storage warehouse, assay laboratory, and diesel fuel storage.
According to the information provided by Avino, the current total running power available to Avino operation is 7 MW, 4.5 MW of which is being consumed by the current operation, therefore, 2.5 MW excess power is available. The new tailings reprocessing operation is expected to consume 1.8 MW running power, which can be fulfilled by the existing power supply system.
A modular, prepackaged E-house will function as a power distribution center in the area. The E-house will be located close to the pre-leaching screening circuit. Step down transformers reduce the high voltage from the site power supply to 4,160V, 600V and 240/120V to power equipment and facilities. A 350kW emergency diesel generator provides critical back up power in the event of power outage. Sensitive electronic equipment will have surge protection and uninterrupted power supply (UPS).
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1.8.2 Dry Stack Tailings Management Facility
The DSTMF involves dewatering of the slurry tailings using large scale pressure filters and deposition of the resulting tailings ‘filter cake’ in an engineered filtered DSTMF. DSTMF was selected for the Project due to the following benefits:
| · | A DSTMF occupies a smaller footprint compared to a conventional slurry tailings impoundment due to the higher densities achieved by dewatered tailings. |
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| · | Pressure filtration of tailings results in improved process water recycling, which reduces freshwater demand for the process plant. |
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| · | The unsaturated nature of dewatered tailings reduces infiltration through the tailings mass and into the foundation. |
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| · | Structural failures of dewatered tailings are less likely to have significant environmental impact and runout distance due to the absence of a water pond and the low pore pressures within the tailings mass. |
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| · | The dewatered tailings management option allows concurrent reclamation of the DSTMF, thus reducing potential environmental impacts, notably fugitive dust. |
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| · | The dewatered tailings management option minimizes post-closure long-term water management requirements. |
The DSTMF was designed to accommodate 6.7 Mt of tailings at an assumed in-situ tailings dry density of 1.5 t/m3 over the operational life of 9 years. The proposed geometry and key features of the DSTMF are shown in Figure 18‑4.
The tailings to be stored on dry stack will be thickened, filtered, and transported by a series of conveyor and stacked at DSTMF, located west of the process plant. As shown in Figure 18‑4, the proposed DSTMF is located in the valley west of the proposed OTP plant. The total footprint of the DSTMF is approximately 43 acres (174,015 m2), which is situated in proximity to the processing plant, minimizing the distance required for tailings transport.
1.8.3 Site Water Management
A comprehensive stormwater management plan has been developed for the Avino mine site to effectively manage both contact and non-contact water. This plan includes the installation of drainage swales at strategic locations to prevent the mixing of contact water with non-contact watercourses. The proposed drainage swales are presented in Figure 18‑7 as yellow channels; existing, naturally formed channels are presented as pink channels; and existing smaller watercourses are presented as magenta dotted lines.
In addition, water storage ponds are proposed at selective outfall locations throughout the mine site to store either contact or non-contact water and are presented in Figure 18‑8 and Figure 18‑9. Dependent on whether the water being intercepted is contact or non-contact, the water storage ponds serve the following purposes:
Contact Water: capture for process uses or onsite treatment prior to release into the natural environment; or
Non-Contact Water: capture and prevent from entering the mine influenced area and become contaminated. Tetra Tech recommends a pump or gravity driven system to be connected to the storage pond to safely convey and discharge into a nearby natural drainage path outside of the mine-influenced area.
Corrugated steel pipe culverts are proposed at natural-stream roadway crossings. Figure 18‑10, Figure 18‑11, and Figure 18‑12 present the locations of these culverts along with the corresponding configuration to safely convey the 24-hour design storm event.
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1.9 Environmental
Environmental settings, permits and registrations, and environmental management strategies that may be required for the Project are summarized in Section 20. Permits and authorizations required for the operation of the Project may include an operating permit, an application for surface tenures, a wastewater discharge registration, a hazardous waste generator's registration, and an Environmental Impact Assessment (EIA) or Evaluación de Impacto Ambiental. Acid-base accounting (ABA) tests have indicated that mild acid generation may already have started on the tailings dam.
1.10 Capital and Operating Costs
1.10.1 Avino Current Operation
Avino is currently conducting mining activity, including mineral processing, on the materials from the Avino Mine. There is no cost estimate applicable for the ongoing operations, and all costs below are based on actual expenditure, excluding the proposed Oxide Tailings Project.
1.10.1.1 Capital Costs
The actual capital expenditures for the last three years on the Avino Vein are summarized in Table 1‑6. The San Gonzalo Mine ceased its operation at the end of 2019. Mine and mill capital costs were mainly attributed to equipment purchases, construction and site upgrading.
Table 1‑6: Capital Costs for the Avino Mine (US$ in 000s) (Source: Avino, 2024)
| Description | 2023 | 2022 | 2021 |
| Office Furniture | 78 | 108 | 31 |
| Computer and Communication/Automation Enhancement | 1,177 | 136 | 13 |
| Mill Machinery and Processing Equipment | 3,080 | 4,781 | 1,130 |
| Mine Machinery and Transportation Equipment | 3,271 | 2,181 | 1,337 |
| Buildings and Construction | 1,042 | 360 | 445 |
| ET Mineral Property – Avino | 4,827 | 1,649 | (113) |
| Total Capital Costs | 13,475 | 9,215 | 2,843 |
1.10.1.2 Operating Costs
The mine and milling operating costs for processing materials from the Avino Mine and historical stockpiles are summarized in Table 1‑7. The costs include operating and maintenance labour together with the operation-associated consumable supplies. The cost of electrical power was included in the milling costs. The geological component was mostly related to technical labour. The San Gonzalo Mine ceased its operation at the end of 2019. As part of the ramp-up of operations, 10,806 tonnes of AHAG stockpile material were processed during Q3 2021.
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Table 1‑7: Operating Costs for Avino Mine (US$ in 000s) (Source: Avino, 2024)
| Description | 2023 | 2022 | 2021 |
| Mining Cost | 15,883 | 13,767 | 2,683 |
| Milling Cost | 10,667 | 7,486 | 1,467 |
| Geological and Other | 5,280 | 3,989 | 1,152 |
| Royalties | 1,456 | 1,505 | 403 |
| Depletion and Depreciation | 2,704 | 2,046 | 1,976 |
| Total Direct Costs | 35,990 | 28,793 | 7,681 |
| G&A* | 7,888 | 7,179 | 5,084 |
| Total Operating Costs | 43,878 | 35,972 | 12,765 |
Note: *G&A = General & Administration
1.10.2 Oxide Tailings Project
The capital and operating costs for retreating the OTP portion of the Property, including reclaiming the historical tailings and constructing the tailings reprocessing and dry stack tailings management facility, were estimated and presented in subsequent sections.
1.10.2.1 Project Initial Capital Cost Estimate
The total estimated initial capital cost for the design, construction, installation, and commissioning of the Project is $49.1 million. This total includes all direct costs, indirect costs, owner’s costs, and contingency. This Class 4 cost estimate has been prepared according to AACE International (2020) standards. The expected accuracy range of this initial capital cost estimate is ±25%. Details of the initial capital costs are presented in Section 21.2.
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Table 1‑8: Initial Capital Cost Summary
| Description | Cost (Million $) |
| Site Preparation, Excavations & Demolition | 0.2 |
| Mining (Oxide Tailings Reclaim) | 0.5 |
| Processing Plant | 26.8 |
| TMF and Water Management | 3.3 |
| Site Services and Utilities | 4.6 |
| Total Direct Initial Capital Cost | 35.3 |
| Indirect Initial Capital Costs | 7.8 |
| Owner's Cost | 0.7 |
| Contingency | 5.3 |
| Total Initial Capital Cost | 49.1 |
Note: Sums may not add due to rounding.
1.10.2.2 Project Sustaining Capital Cost Estimate
The sustaining capital costs are all required from Year 1 of operations to sustain the mining operation for the LOM and are estimated to be $5.1 million for the LOM, including the closure and reclamation costs. Details of the total sustaining cost are presented in Section 21.2.7.
Table 1‑9: Sustaining Capital Costs Summary
| Description | Cost (Million $) |
| Mining Equipment | 2.0 |
| TMF | 1.5 |
| Water Management | 0.5 |
| Total Operating Sustaining Capital Costs | 4.0 |
| Closure & Reclamation | 1.1 |
| Total | 5.1 |
Note: Sums may not add up due to rounding.
1.10.2.3 Project Operating Cost Estimate
The project operating cost estimate consists of mining, processing, tailings management, and G&A costs, which are summarized in Table 1‑10. The average LOM operating cost is estimated to be $21.34/t processed.
| C-18 |
Table 1‑10: Project Average LOM Operating Cost Summary
| Description | LOM Cost (million $) | Unit Cost ($/t processed) |
| Mining Equipment | 16.2 | 2.41 |
| Processing | 102.7 | 15.31 |
| G&A – Onsite (including Site Services) | 22.2 | 3.31 |
| Tailings Management | 2.2 | 0.32 |
| Total Operating Cost | 143.2 | 21.34 |
Note: Sums may not add up due to rounding.
1.11 Economic Analysis
1.11.1 Avino Vein – Current Operation
Avino is currently conducting mining activity, including mineral processing and concentrate production, on the materials from the Avino Vein. There is no economic analysis performed for this vein.
Avino has not based its production decisions on any FS or Mineral Reserves demonstrating economic and technical viability, and as a result, there is increased uncertainty and multiple technical and economic risks of failure that are associated with these production decisions. These risks, among others, include areas that would be analyzed in more detail in an FS, such as applying economic analysis to Mineral Resources and Mineral Reserves, more detailed metallurgy, and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts. Information in this section was provided by Avino.
1.11.2 Oxide Tailings Project
Tetra Tech prepared an economic evaluation of the Oxide Tailings Project PFS based on a pre-tax and a post-tax basis. For the 9-year mine life and 6.7 Mt Mineral Reserve, the following pre-tax financial parameters were calculated using the base case metal prices:
| · | 35% IRR |
|
|
|
| · | 2.9-year payback period |
|
|
|
| · | $98 Million net present value (NPV) at a 5% discount rate |
Taxes and depreciation for the Project were modelled based on the inputs from tax consultants engaged by Avino. The following post-tax financial results were calculated:
| · | 26% IRR |
|
|
|
| · | 3.5-year payback period |
|
|
|
| · | $61 million NPV at a 5% discount rate |
The post-tax discounted annual cash flow and cumulative net cash flow are presented in Figure 1‑5.
| C-19 |
Figure 1‑5: Discounted Post-Tax Annual and Cumulative Cash Flow
Sensitivity analyses and additional metal price scenarios were also developed to evaluate the 2024 PFS economics.
The analyses are presented graphically as financial outcomes regarding post-tax NPV and IRR. The NPV is most sensitive to silver price, followed by capital cost, gold price, and operating cost, while IRR is most sensitive to capital cost, followed by silver price, gold price, and operating cost. Generally, sensitivity to metal price is roughly equivalent to sensitivity to metal grade (in Figure 1‑6 and Figure 1‑7, respectively).
Figure 1‑6: Sensitivity Analysis of Post-Tax NPV
| C-20 |
Figure 1‑7: Sensitivity Analysis of Post-Tax IRR
1.11.3 Forward-looking Statements
This document contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the United States Private Securities Litigation Reform Act of 1995. This information and these statements, referred to herein as “forward-looking statements”, are made as of the date of this document. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations, or beliefs regarding future events and include, but are not limited to, statements with respect to:
|
| · | The estimated amount and grade of Mineral Reserves and Mineral Resources. |
|
|
|
|
|
| · | Estimates of the capital costs of constructing mine facilities and bringing a mine into production, operating the mine, sustaining capital, and the duration of payback periods. |
|
|
|
|
|
| · | The estimated amount of future production, both material processed and metal recovered. |
|
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|
|
| · | Estimates of operating costs, the life of mine costs, net cash flow, NPV, and economic returns from an operating mine. |
|
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|
| · | The assumptions on which the various estimates are made are reasonable. |
All forward-looking statements are based on the authors’ current beliefs, their various assumptions, and the information currently available to them. These assumptions are set forth throughout this Report, and some of the principal assumptions include:
|
| · | The presence of and continuity of metals at estimated grades. |
|
|
|
|
|
| · | The geotechnical and metallurgical characteristics of rock conforming to sampled results. |
| C-21 |
|
| · | The water quantities and quality available during mining operations. |
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|
| · | The capacities and durability of various machinery and equipment. |
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| · | Anticipated mining losses and dilution. |
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| · | Metallurgical performance. |
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|
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| · | Reasonable contingency amounts. |
Although the QPs consider these assumptions reasonable based on currently available information, they may prove incorrect. Many forward-looking statements assume the correctness of other forward-looking statements, such as statements of net present value and internal rates of return, which are also based on most other forward-looking statements and assumptions herein.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections, and other forward-looking statements may not be achieved or that assumptions do not reflect future experience.
1.12 Recommendations
Based on the information, data and conclusions presented in this Technical Report, it is recommended a feasibility study to be conducted for the OTP to study the Project in further details. Other recommendations are presented in Section 26. The budgetary cost summary for PFS recommendations is presented in Table 1‑11.
Table 1‑11: Budgetary Cost Summary for PFS Recommendations
| Description | Budget (CDN$) |
| Geology | 2,000,000 |
| Mining | 600,000 |
| Metallurgy | 330,000 |
| Tailings Geotechnical Characterization | 100,000 |
| Environmental | 80,000 |
| Total | 3,110,000 |
| C-22 |
EXHIBIT 99.2
|
AVINO SILVER & GOLD MINES LTD.
Consolidated Financial Statements
For the years ended December 31, 2023 and 2022
| -1- |
Management’s Responsibility for Financial Reporting
The consolidated financial statements of Avino Silver & Gold Mines Ltd. (the “Company”) are the responsibility of the Company’s management. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and reflect management’s best estimates and judgments based on information currently available.
Management has developed and is maintaining a system of internal controls to ensure that the Company’s assets are safeguarded, transactions are authorized and properly recorded, and financial information is reliable.
The Board of Directors is responsible for ensuring that management fulfills its responsibilities. The Audit Committee reviews the results of the annual audit and reviews the consolidated financial statements prior to their submission to the Board of Directors for approval.
“David Wolfin” |
| “Nathan Harte” |
|
|
|
David Wolfin President & CEO March 20, 2024 |
| Nathan Harte, CPA Chief Financial Officer March 20, 2024 |
| -2- |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Avino Silver & Gold Mines Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Avino Silver & Gold Mines Ltd. and subsidiaries (the "Company") as at December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for each of the two years in the period ended December 31, 2023, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 20, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
-3- |
Determination of Recoverable Amount – Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
The Company identified an indicator of impairment, as the Company’s net assets exceeded its market capitalization at December 31, 2023. The Company determined the recoverable amount of the ET Mine cash generating unit (“ET Mine CGU”) based on the higher of fair value less costs of disposal and value in use, using a discounted cash flow model. This required management to make significant estimates and assumptions related to future silver, gold, and copper prices (“future metal prices”) and discount rate. It was determined that the recoverable amount of the ET Mine CGU was higher than its carrying value and no impairment was recorded.
While there are several inputs that are required to determine the recoverable amount of the ET Mine CGU, the estimates and assumptions with the highest degree of subjectivity and judgment uncertainty are the future metal prices and the discount rate. Auditing these estimates and assumptions required a high degree of auditor judgment in applying audit procedures and in evaluating the results of those procedures. This resulted in an increased extent of audit effort, including the involvement of fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the future metal prices and the discount rate used to determine the recoverable amount of the ET Mine CGU included the following, among others:
| · | Evaluated the effectiveness of the controls over management’s determination of the future metal prices and the discount rate. |
| · | With the assistance of fair value specialists: |
| - | Evaluated the future metal prices by comparing management forecasts to third party forecasts; and |
| - | Evaluated the reasonableness of the discount rate by developing a range of independent estimates and comparing those to the discount rate selected by management. |
/s/
Chartered Professional Accountants
March 20, 2024
We have served as the Company's auditor since 2022.
-4- |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Avino Silver & Gold Mines Ltd.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Avino Silver & Gold Mines Ltd. and subsidiaries (the “Company") as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as at and for the year ended December 31, 2023 of the Company and our report dated March 20, 2024 expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
-5- |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte LLP
Chartered Professional Accountants
Vancouver, Canada
March 20, 2024
| -6- |
AVINO SILVER & GOLD MINES LTD. Consolidated Statements of Financial Position (Expressed in thousands of US dollars) |
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| Note |
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| December 31, 2023 |
|
| December 31, 2022 |
| |||
ASSETS |
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| |||
Current assets |
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| |||
Cash |
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| $ |
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| $ |
| |||
Amounts receivable |
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|
| |||
Amounts due from related parties |
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| 12(b) |
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| |||
Taxes recoverable |
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| 6 |
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Prepaid expenses and other assets |
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Inventory |
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| 7 |
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| ||
Total current assets |
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Exploration and evaluation assets |
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| 9 |
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Plant, equipment and mining properties |
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| 11 |
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Long-term investments |
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| 8 |
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Other assets |
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Total assets |
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| $ |
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| $ |
| ||
LIABILITIES |
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Current liabilities |
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Accounts payable and accrued liabilities |
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| $ |
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| $ |
| ||
Amounts due to related parties |
|
| 12(b) |
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Taxes payable |
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Note payable |
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| 13 |
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Warrant liability |
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| 14 |
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Current portion of finance lease obligations |
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Current portion of equipment loans |
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Total current liabilities |
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Finance lease obligations |
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Equipment loans |
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Reclamation provision |
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| 15 |
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Deferred income tax liabilities |
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Total liabilities |
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EQUITY |
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Share capital |
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| 16 |
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Equity reserves |
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Treasury shares |
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| ( | ) |
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| ( | ) |
Accumulated other comprehensive loss |
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| ( | ) |
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| ( | ) |
Accumulated deficit |
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| ( | ) |
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| ( | ) |
Total equity |
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Total liabilities and equity |
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| $ |
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| $ |
| ||
Commitments – Note 19
Approved by the Board of Directors on March 20, 2024.
Peter Bojtos |
| Director |
| David Wolfin |
| Director |
The accompanying notes are an integral part of the consolidated financial statements
| -7- |
AVINO SILVER & GOLD MINES LTD. Consolidated Statements of Operations and Comprehensive Income (Loss) (Expressed in thousands of US dollars, other than per share amounts) |
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|
| Note |
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| 2023 |
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| 2022 |
| |||
Revenue from mining operations |
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| 17 |
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| $ |
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| $ |
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Cost of sales |
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| 17 |
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Mine operating income |
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Operating expenses |
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General and administrative expenses |
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| 18 |
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Share-based payments |
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| 16(c)(d) |
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| ( | ) |
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Other items |
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Interest and other income |
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Loss on long-term investments |
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| 8 |
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| ( | ) |
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| ( | ) |
Fair value adjustment on warrant liability |
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| 14 |
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Foreign exchange gain (loss) |
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| ( | ) | |
Project evaluation expenses |
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| ( | ) | |
Finance cost |
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| ( | ) |
|
| ( | ) |
Accretion of reclamation provision |
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| ( | ) |
|
| ( | ) | |
Interest expense |
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|
|
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| ( | ) |
|
| ( | ) |
Income (loss) before income taxes |
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| ( | ) |
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| |
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Income taxes: |
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Current income tax recovery (expense) |
|
| 24 |
|
|
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| ( | ) | |
Deferred income tax recovery (expense) |
|
| 24 |
|
|
|
|
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| ( | ) | |
Income tax recovery (expense) |
|
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| ( | ) | |
Net income |
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Other comprehensive income (loss) |
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Items that may be reclassified subsequently to profit or loss: |
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Currency translation differences |
|
|
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| 15 |
|
|
| ( | ) |
Total comprehensive income |
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| $ |
|
| $ |
| ||
|
|
|
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|
Earnings per share |
|
| 16(e) |
|
|
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| |
Basic |
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|
| $ |
|
| $ |
| ||
Diluted |
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|
| $ |
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| $ |
| ||
Weighted average number of common shares outstanding |
|
| 16(e) |
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| |
Basic |
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Diluted |
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| ||
The accompanying notes are an integral part of the consolidated financial statements
| -8- |
AVINO SILVER & GOLD MINES LTD. Consolidated Statements of Changes in Equity (Expressed in thousands of US dollars) |
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| Note |
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| Number of Common Shares |
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| Share Capital Amount |
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| Equity Reserves |
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| Treasury Shares |
|
| Accumulated Other Comprehensive Income (Loss) |
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| Accumulated Deficit |
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| Total Equity |
| ||||||||
Balance, January 1, 2022 |
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|
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ |
| |||||
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| |
Common shares issued for acquisition of La Preciosa |
|
| 16(b) |
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| ||||||||
Exercise of options |
|
| 16(c) |
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| ( | ) |
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| |||||||
Issuance costs |
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| - |
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| ( | ) |
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| ( | ) | ||||
Share-based payments |
|
| 16(c)(d) |
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| - |
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| |||||||
Net income for the year |
|
| 16(e) |
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| - |
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| |||||||
Options cancelled or expired |
|
| 16(c) |
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| - |
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| ( | ) |
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| ||||||
Carrying value of exercise of RSUs |
|
| 16(d) |
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| ( | ) |
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| |||||||
Currency translation differences |
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| - |
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| ( | ) |
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| ( | ) | ||||
Balance, December 31, 2022 |
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|
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|
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|
| $ |
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| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
Balance, January 1, 2023 |
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|
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
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Common shares issued: |
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At the market issuances |
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| 16(b) |
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Carrying value of RSUs exercised |
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| 16(d) |
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Issuance costs |
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| - |
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Share-based payments |
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| 16(c)(d) |
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| - |
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Net income for the period |
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| 16(e) |
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| - |
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Options cancelled or expired |
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| 16(c) |
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| - |
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Currency translation differences |
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| - |
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Balance, December 31, 2023 |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ |
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The accompanying notes are an integral part of the consolidated financial statements
| -9- |
AVINO SILVER & GOLD MINES LTD. Consolidated Statements of Cash Flows (Expressed in thousands of US dollars) |
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| Note |
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| 2023 |
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| 2022 |
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Operating Activities |
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Net income |
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| $ |
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| $ |
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Adjustments for non-cash items: |
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Deferred income tax expense (recovery) |
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| ( | ) |
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Depreciation and depletion |
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Accretion of reclamation provision |
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| 15 |
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Loss on investments |
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| 8 |
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Unrealized foreign exchange (gain) loss |
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| ( | ) | |
Unwinding of fair value adjustment |
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| 13 |
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Fair value adjustment on warrant liability |
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| 14 |
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| ( | ) |
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| ( | ) |
Write down of equipment and materials and supplies inventory |
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Share-based payments |
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Net change in non-cash working capital items |
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| 20 |
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| ( | ) |
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Cash provided by operating activities |
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Financing Activities |
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Shares and units issued for cash, net of issuance costs |
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Lease liability payments |
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| ( | ) |
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| ( | ) |
Equipment loan payments |
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| ( | ) |
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| |
Cash provided by (used in) financing activities |
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Investing Activities |
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Exploration and evaluation expenditures |
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| ( | ) |
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| ( | ) |
Additions to plant, equipment and mining properties |
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| ( | ) |
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| ( | ) |
Acquisition of La Preciosa |
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| 4 |
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| ( | ) |
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| ( | ) |
Cash provided by (used in) investing activities |
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Change in cash |
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Effect of exchange rate changes on cash |
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Cash, beginning |
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Cash, ending |
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| $ |
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| $ |
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Supplementary Cash Flow Information (Note 20)
The accompanying notes are an integral part of the consolidated financial statements
| -10- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
1. NATURE OF OPERATIONS
Avino Silver & Gold Mines Ltd. (the “Company” or “Avino”) was incorporated in 1968 under the laws of the Province of British Columbia, Canada. The Company is engaged in the production and sale of silver, gold, and copper and the acquisition, exploration, and advancement of mineral properties.
The Company’s head office and principal place of business is Suite 900, 570 Granville Street, Vancouver, BC, Canada. The Company is a reporting issuer in Canada (except for the province of Quebec) and the United States, and trades on the Toronto Stock Exchange (“TSX”), the NYSE American, and the Frankfurt and Berlin Stock Exchanges.
The Company operates the Elena Tolosa Mine (“ET Mine” or “Avino Mine”) which produces copper, silver and gold at the historic Avino property in the state of Durango, Mexico. The Avino property also hosts the San Gonzalo Mine, which is currently on care and maintenance. The Company also holds 100% interest in Proyectos Mineros La Preciosa S.A. de C.V. (“La Preciosa”), a Mexican corporation which owns the La Preciosa Property. The Company also owns interests in mineral properties located in British Columbia and Yukon, Canada.
2. BASIS OF PRESENTATION
Statement of Compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
Basis of Presentation
These consolidated financial statements are expressed in US dollars and have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting on a going concern basis. The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements as if the policies have always been in effect.
Foreign Currency Translation
Foreign currency transactions
Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the statement of financial position. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated.
Foreign operations
Subsidiaries that have functional currencies other than the US dollar translate their statement of operations items at the average rate during the year. Assets and liabilities are translated at exchange rates prevailing at the end of each reporting period. Exchange rate variations resulting from the retranslation at the closing rate of the net investment in these subsidiaries, together with differences between their statement of operations items translated at actual and average rates, are recognized in accumulated other comprehensive income (loss). On disposition or partial disposition of a foreign operation, the cumulative amount of related exchange difference is recognized in the statement of operations.
| -11- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
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Significant Accounting Judgments and Estimates
The Company’s management makes judgments in its process of applying the Company’s accounting policies to the preparation of its consolidated financial statements. In addition, the preparation of financial data requires that the Company’s management make assumptions and estimates of the impacts on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period from uncertain future events and on the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.
| a) | Critical judgments exercised by management in applying accounting policies that have the most significant effect on the amounts presented in these consolidated financial statements are as follows: |
| I. | Economic recoverability and probability of future economic benefits from exploration and evaluation costs |
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| Management has determined that mine and camp, exploratory drilling, and other exploration and evaluation-related costs that were capitalized have future economic benefits and are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geologic and metallurgic information, scoping studies, accessible facilities, existing permits, and mine plans. |
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| ii. | Commencement of production at levels intended by management |
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| Prior to reaching production levels intended by management, costs incurred are capitalized as part of the costs of related exploration and evaluation assets, or as part of the related mine or mill. Depletion of capitalized costs for mining properties and depreciation of plant and equipment begin when operating levels intended by management have been reached. Management considers several factors in determining when a mining property has reached the intended production levels, including production capacity, recoveries, and number of uninterrupted production days.
The basis for achievement of production levels intended by management as indicated by technical feasibility and commercial viability is generally established with proven reserves based on a NI 43-101-compliant technical report or a comparable resource statement and feasibility study, combined with pre-production operating statistics and other factors. In cases where the Company does not have a 43-101-compliant reserve report, on which to base a production decision, the technical feasibility and commercial viability of extracting a mineral resource are considered in light of additional factors including but not limited to: |
| · | Acquisition and installation of all critical capital components to achieve desired mining and processing results has been completed. Capital components have been acquired directly and are also available on an as-needed basis from the underground mining contractor; |
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| · | The necessary labour force, including mining contractors, has been secured to mine and process at planned levels of output; |
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| · | The mill has consistently processed at levels at or above design capacity and budgeted production levels with consistent recoveries and grades; and, |
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| · | Establishing sales agreements with respect to the sale of concentrates. |
When technical feasibility and commercial viability are considered demonstrable according to the above criteria and other factors, the Company performs an impairment assessment and records an impairment loss, if any, before reclassifying exploration and evaluation costs to plant, equipment, and mining properties.
| -12- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
| iii. | Functional currency |
The functional currency for the Company and its subsidiaries is the currency of the primary economic environment, in which the entity operates. The Company has determined the functional currency of the Company to be the Canadian dollar. The Company has determined the functional currency of its Mexican subsidiaries to be the US dollar. Determination of functional currency may involve certain judgments to determine the primary economic environment. The Company reconsiders the functional currency of its entities, if there is a change in events and conditions, which determine the primary economic environment.
| b) | Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made relate to, but are not limited to, the following: |
| i. | Stockpile and concentrate inventory valuations |
Concentrate and stockpile mineralized material are valued at the lower of average cost or net realizable value. The assumptions used in the valuation of concentrate and stockpile mineralized material include estimates of copper, silver, and gold contained in the stockpiles and finished goods assumptions for the amount of copper, silver, and gold that is expected to be recovered from the concentrate. If these estimates or assumptions prove to be inaccurate, the Company could be required to write down the recorded value of its concentrate and stockpile mineralized material inventory, which would result in an increase in the Company’s expenses and a reduction in its working capital.
| ii. | Estimated reclamation provisions |
The Company’s provision for reclamation represents management’s best estimate of the present value of the future cash outflows required to settle estimated reclamation and closure costs at the Avino and San Gonzalo properties. The provision reflects estimates of future costs, inflation, foreign exchange rates and assumptions of risks associated with the future cash outflows, and the applicable risk-free interest rates for discounting the future cash outflows. Changes in the above factors could result in a change to the provision recognized by the Company.
Changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amounts of the related exploration and evaluation assets or mining properties. Adjustments to the carrying amounts of related mining properties result in a change to future depletion expense.
| iii. | Valuation of share-based payments and warrants |
The Company uses the Black-Scholes Option Pricing Model for valuation of share-based payments and warrants. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect fair value estimates and the Company’s net income or loss and its equity reserves. Warrant liabilities are accounting for as derivate liabilities (see Note 16).
| iv. | Impairment of plant, equipment and mining properties, and exploration and evaluation assets |
Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s plant, equipment, and mining properties, and exploration and evaluation assets are impaired. External sources of information management considers include changes in the market, economic and legal environments, in which the Company operates, that are not within its control and that affect the recoverable amount of its plant, equipment, and mining properties. Internal sources of information that management considers include the manner in which mining properties and plant and equipment are being used, or are expected to be used, and indications of economic performance of the assets.
| -13- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
In determining the recoverable amounts of the Company’s plant, equipment and mining properties, management makes estimates of the undiscounted future pre-tax cash flows expected to be derived from the Company’s mining properties, and the appropriate discount rate. Reductions in metal price forecasts, increases in estimated future costs of production, increases in estimated future non expansionary capital expenditures, reductions in the amount of recoverable resources and exploration potential, and adverse current economic conditions are examples of factors that could result in a write down of the carrying amounts of the Company’s plant, equipment and mining properties, and exploration and evaluation assets.
Impairment
There is significant judgment involved in assessing whether any indications of impairment exist for plant, equipment and mineral properties, with consideration given to both external and internal sources of information.
Information the Company considers include changes in the technological market, economic and legal environment in which the Company operates that are not within its control that affect the recoverable amount of mineral properties. Internal sources of information include the manner in which mineral property, plant and equipment are being used or are expected to be used and indications of the economic performance of the assets.
Changes in metal price forecasts, changes in discount rates, increases or decreases in estimated future costs of production, increases or decreases in estimated future capital costs, reductions or increases in the amount of recoverable mineral resources and/or adverse or favorable current economics can result in a write-down or write-up of the carrying amounts of the Company’s mining interests.
Based on the Company’s assessment with respect to possible indicators of impairment of its mineral properties, including the prevailing market metals prices, the Company concluded that as of December 31, 2023, an impairment indicator was identified, as the Company’s net asset value exceeded its market capitalization at December 31, 2023. As such, management determined that a detailed impairment evaluation as at December 31, 2023 for the ET Mine CGU, including the La Preciosa property.
The Company determined that the fair value less costs of disposal exceeded the carrying value of the CGU, accordingly no impairment was recorded for the year ended December 31, 2023.
There were no indicators of impairment identified as of December 31, 2022, on any of the Company’s CGUs.
| v. | Depreciation rate for plant and equipment and depletion rate for mining properties |
Depreciation and depletion expenses are allocated based on estimates for useful lives of assets. Should the asset life, depletion rates, or depreciation rates differ from the initial estimate, the revised life or rate would be reflected prospectively through income or loss. A change in the mineral resource estimate may impact depletion expense on a prospective basis.
| vi. | Recognition and measurement of deferred tax assets and liabilities |
Actual amounts of income tax expense are not final until tax returns are filed and accepted by the relevant authorities. This occurs subsequent to the issuance of the consolidated financial statements . Therefore, tax assets and liabilities and net income in subsequent periods will be affected by the amount that estimates differ from the final tax return. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Forecasted cash flows from operations are based on projections internally developed and reviewed by management. Weight is attached to tax planning opportunities that are within the Company’s control, and are feasible and implementable without significant obstacles. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that could materially affect the amounts of deferred tax assets and liabilities.
| -14- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
Basis of Consolidation
The audited consolidated financial statements include the accounts of the Company and its Mexican subsidiaries as follows:
Subsidiary |
| Ownership Interest |
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| Jurisdiction |
| Nature of Operations | ||
Oniva Silver and Gold Mines S.A. de C.V. |
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| % |
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Nueva Vizcaya Mining, S.A. de C.V. |
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| % |
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Promotora Avino, S.A. de C.V. (“Promotora”) |
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| % |
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Compañía Minera Mexicana de Avino, S.A. de C.V. (“Avino Mexico”) |
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La Luna Silver & Gold Mines Ltd. |
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| % |
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La Preciosa Silver & Gold Mines Ltd. |
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| % |
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| Holding company | |||
Proyectos Mineros La Preciosa S.A. de C.V. |
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| % |
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Cervantes LLP |
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| % |
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| ||||
Intercompany balances and transactions, including unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the audited consolidated financial statements.
3. MATERIAL ACCOUNTING POLICIES
Exploration and evaluation assets and development costs
| (i) | Exploration and evaluation expenditures |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
The Company capitalizes all costs relating to the acquisition, exploration and evaluation of mineral claims. Expenditures incurred before the Company has obtained the legal rights to explore a specific area are expensed. The Company’s capitalized exploration and evaluation costs are classified as intangible assets. Such costs include, but are not limited to, certain camp costs, geophysical studies, exploratory drilling, geological and sampling expenditures, and depreciation of plant and equipment during the exploration stage. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the period in which they occur. Proceeds from the sale of mineral products or farm outs during the exploration and evaluation stage are deducted from the related capitalized costs.
The carrying values of capitalized amounts are reviewed annually, or when indicators of impairment are present. In the case of undeveloped properties, there may be only inferred resources to allow management to form a basis for the impairment review. The review is based on the Company’s intentions for the development of such properties. If a mineral property does not prove to be viable, all unrecoverable costs associated with the property are charged to the consolidated statement of comprehensive income (loss) at the time the determination is made.
| -15- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
When the technical feasibility and commercial viability of extracting mineral resources have been demonstrated, exploration and evaluation costs are assessed for impairment, reclassified to mining properties and become subject to depletion. Management considers the technical feasibility and commercial viability of extracting a mineral resource to be demonstrable upon the completion of a positive feasibility study and the establishment of mineral reserves. For certain mineral projects, management may determine the completion of a feasibility study to be cost prohibitive, unnecessary or to present undue risk to the structural integrity of the ore body. Under such circumstances, management considers technical feasibility to be demonstrable when the Company has obtained the necessary environmental and mining permits, land surface and mineral access rights, and the mineral project can be physically constructed and operated in a technically sound manner to produce a saleable mineral product. In assessing whether commercial viability is demonstrable, management considers if its internal economic assessment indicates that the mineral project can be mined to generate a reasonable return on investment for the risk undertaken, and markets or long-term contracts for the product exist.
| (ii) | Development expenditures |
Mine development costs are capitalized until the mineral property is capable of operating in the manner intended by management. The Company evaluates the following factors in determining whether a mining property is capable of operating in the manner intended by management:
| · | The completion and assessment of a reasonable commissioning period of the mill and mining facilities; |
| · | Consistent operating results are achieved during the test period; |
| · | Existence of clear indicators that operating levels intended by management will be sustainable for the foreseeable future; |
| · | Plant / mill has reached a pre-determined percentage of design capacity; |
| · | Adequate funding is available and can be allocated to the operating activities; and, |
| · | Long term sales arrangements have been secured. |
The carrying values of capitalized development costs are reviewed annually, or when indicators are present, for impairment.
Plant, equipment and mining properties
Upon demonstrating the technical feasibility and commercial viability of extracting mineral resources, all expenditures incurred to that date for the mine are reclassified to mining properties. Expenditures capitalized to mining properties include all costs related to obtaining or expanding access to resources including extensions of the haulage ramp and installation of underground infrastructure, and the estimated reclamation provision. Expenditures incurred with respect to a mining property are capitalized when it is probable that additional future economic benefits will flow to the Company. Otherwise, such expenditures are classified as a cost of sales.
Plant and equipment are recorded at historical cost less accumulated depreciation and any accumulated impairment losses. Historical costs include expenditures that are directly attributable to bringing the asset to a location and condition necessary to operate in a manner intended by management. Such costs are accumulated as construction in progress until the asset is available for use, at which point the asset is classified as plant, equipment and mining properties and depreciation commences.
After the date that management’s intended production levels have been achieved, mining properties are depleted using the straight-line method over the estimated remaining life of the mine. The Company estimates the remaining life of its producing mineral properties on an annual basis using a combination of quantitative and qualitative factors including historical results, mineral resource estimates, and management’s intent to operate the property. Such estimation is a subjective process and the accuracy of any mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Differences between management’s assumptions including economic assumptions such as metal prices, discount rate and market conditions could have a material effect in the future on the Company’s financial position, results of operation and cash flows
| -16- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
The Company does not have sufficient reserve information to form a basis for the application of the units-of-production method for depreciation and depletion.
As at December 31, 2023 and 2022, the Company estimated a remaining mine life for the Avino Mine of
Upon the acquisition of an asset or a group of assets and liabilities that does not constitute a business, the Company identifies and recognizes the individual identifiable assets acquired and liabilities assumed. The cost of the group is allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction or event does not give rise to goodwill. Transaction costs related to the acquisition is capitalized as part of cost of assets acquired.
Accumulated mill, machinery, plant facilities, and certain equipment are depreciated using the straight-line method over their estimated useful lives, not to exceed the life of the mine for any assets that are inseparable from the mine. When parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (or components) of plant and equipment.
Plant and equipment are depreciated using the following annual rates and methods:
Office equipment, furniture, and fixtures | |
Computer equipment | |
Mine machinery and transportation equipment | |
Mill machinery and processing equipment | |
Buildings |
Impairment
At each financial position reporting date, the carrying amounts of the Company’s non-financial or long-lived assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
An asset’s recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, provided the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
| -17- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
Leases
The Company assesses whether a contract is, or contains, a lease, at inception of the contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.
The incremental borrowing rate depends on the term, currency and start date of the lease and is determined based on a series of inputs including: the risk-free rate based on government bond rates; a country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity-specific adjustment when the risk profile of the entity that enters into the lease is different to that of the Company and the lease does not benefit from a guarantee from the Company.
Lease payments included in the measurement of the lease liability comprise:
| · | Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable |
| · | Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date |
| · | The amount expected to be payable by the lessee under residual value guarantees |
| · | The exercise price of purchase options, if the lessee is reasonably certain to exercise the options |
| · | Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease |
The lease liability is presented as a separate line in the consolidated statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
| · | The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate |
| · | The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used) |
| · | A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification |
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-use asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Plant, Equipment and Mining Properties’ policy.
Inventory
Material extracted from the Company's mine is classified as either process material or waste. Process material represents mineralized material that, at the time of extraction, the Company expects to process into a saleable form and sell at a profit, while waste is considered uneconomic to process and its extraction cost is included in direct mining costs. Raw materials are comprised of process material stockpiles. Process material is accumulated in stockpiles that are subsequently processed into bulk copper, silver, and gold concentrate in a saleable form. The Company has bulk copper, silver, and gold concentrate inventory in saleable form that has not yet been sold. Mine operating supplies represent commodity consumables and other raw materials used in the production process, as well as spare parts and other maintenance supplies that are not classified as capital items.
| -18- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
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Inventories are valued at the lower of cost and net realizable value (“NRV”). Cost is determined on a weighted average basis and includes all costs incurred, based on normal production capacity, in bringing each product to its present location and condition. Cost of inventories comprises direct labor, materials and contractor expenses, depletion and depreciation on mining properties, plant and equipment, and an allocation of mine site costs. As mineralized material is removed for processing, costs are removed based on the average cost per tonne in the stockpile. Stockpiled process material tonnages are verified by periodic surveys.
NRV of mineralized material is determined with reference to relevant market prices less the estimated costs of completion and the estimated costs necessary to make the sale. NRV of materials and supplies is generally calculated by reference to salvage or scrap values when it is determined that the supplies are obsolete. NRV provisions are recorded within cost of sales in the consolidated statement of operations, and are reversed to reflect subsequent recoveries where the inventory is still on hand.
Revenue from Contracts with Customers
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue and costs to sell can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, and other sales tax or duty.
Performance Obligations
Based on the criteria outlined in IFRS 15, the Company applied judgment in determining that the primary performance obligation relating to its sales contracts is the delivery of concentrates. Shipping and insurance services arranged by the Company for concentrate sales that occur after the transfer of control are also considered performance obligations.
Transfer of Control
Based on the criteria outlined in IFRS 15, the Company applied judgment in determining when the transfer of control occurs. Management based its assessment on a number of indicators of control, which include but are not limited to, whether the Company has the present right of payment and whether the physical possession of the goods, significant risks and rewards, and legal title have been transferred to the customer.
Provisional Pricing
Based on the criteria outlined in IFRS 15, the Company applied significant judgment in determining variable consideration. The Company identified a provisional pricing component in concentrate sales, representing variable consideration in the form of adjustments between original and final assay results relating to the quantity and quality of concentrate shipments. Pricing adjustments between provisional and final invoicing based on market prices for base and precious metals are included in revenues until final settlement.
Based on the Company’s historical accuracy in the assay process, as evidenced by the negligible historical adjustments relating to assay differences, the Company concluded the variability in consideration caused by the assaying results is negligible. The Company does not expect a significant amount of reversal related to assaying differences. The Company records revenues based on provisional invoices based on quoted market prices of the London Bullion Market Association and the London Metal Exchange during the quotation period outlined in the concentrate sales agreement. The Company applied judgment to determine the amount of variable consideration to be recognized during the period for which the likelihood of significant reversal is low.
| -19- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
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Financial Instruments
Measurement – initial recognition
All financial assets and financial liabilities are initially recorded on the Company’s consolidated statement of financial position when the Company becomes a party to the contractual provisions of the instrument. All financial asset and liabilities are initially recorded at fair value, net of attributable transaction costs, except for those classified as fair value through profit or loss (“FVTPL”). Subsequent measurement of financial assets and financial liabilities depends on the classifications of such assets and liabilities.
Classification – financial assets
Amortized cost:
Financial assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and that the contractual terms of the financial assets give rise on specified date to cash flows that are solely payments of principal and interest on the principal amount outstanding, are measured subsequent to initial recognition at amortized cost.
The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. Interest income is recognized using the effect interest method, and is recognized in Interest and other income, on the consolidated statements of operations and comprehensive income (loss)
The Company financial assets at amortized costs include amounts receivable not related to sales of concentrate (including due from related parties), investments (short-term), and reclamation bonds.
Fair value through other comprehensive income (“FVTOCI”)
Financial assets that are held within a business model whose objective is to hold financial assets in order to both collect contractual cash flows and selling financial assets, and that the contractual terms of the financial assets give rise on specified date to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Upon initial recognition of equity securities, the Company may make an irrevocable election (on an instrument-by-instrument basis) to designate its equity securities that would otherwise be measured at FVTPL to present subsequent changes in fair value in other comprehensive income. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other OCI. The cumulative gain or loss is not reclassified to profit or loss on disposal of the instrument; instead, it is transferred to retained earnings.
The Company currently has no financial assets designated as FVTOCI.
Fair value through profit or loss (“FVTPL”)
By default, all other financial assets are measured subsequently at FVTPL, which includes cash, long-term investments, and amounts receivable from concentrate sales.
| -20- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
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Classification – financial liabilities
Financial liabilities that are not contingent consideration of an acquirer in a business combination, held for trading or designated as at FVTPL, are measured at amortized cost using the effective interest method.
Financial liabilities at amortized cost include accounts payable, and amounts due to related parties.
Financial liabilities classified FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Fair value changes on financial liabilities classified as FVTPL are recognized in the consolidated statements of operations. The Company has classified share purchase warrants with an exercise price in US dollars (see Note 14) as financial liabilities at FVTPL. As these warrants are exercised, the fair value of the recorded warrant liability on date of exercise is included in share capital along with the proceeds from the exercise. If these warrants expire, the related decrease in warrant liability is recognized in the consolidated statements of operations and comprehensive income (loss).
The Company has no hedging arrangements and does not apply hedge accounting.
Impairment
The Company recognizes a loss allowance for expected credit losses on its financial assets when necessary. The amount of expected credit losses is updated at each reporting period to reflect changes in credit risk since initial recognition of the respective financial instruments.
Share capital
| a) | Common shares |
Common shares are classified as equity. Transaction costs directly attributable to the issuance of common shares and equity warrants are recognized as a deduction from equity, net of any tax effects. Transaction costs directly attributable to derivative warrants are charged to operations as a finance cost.
| b) | Repurchase of share capital (treasury shares) |
When share capital recognized as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to accumulated deficit.
Share-based payment transactions
The Company’s share option plan and restricted share unit (“RSU”) plan allows directors, officers, employees, and consultants to acquire common shares of the Company.
The fair value of options granted is measured at fair value at the grant date based on the market value of the Company’s common shares on that date.
The fair value of equity-settled RSUs is measured at the grant date based on the market value of the Company’s common shares on that date, and each tranche is recognized using the graded vesting method over the period during which the RSUs vest. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of RSUs that are expected to vest.
All options and RSUs are recognized in the consolidated statements of operations and comprehensive income (loss) as an expense over the vesting period with a corresponding increase in equity reserves in the consolidated statements of financial position.
| -21- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
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Reclamation and other provisions
Provisions are recognized where a legal or constructive obligation has been incurred as a result of past events, it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. If material, provisions are measured at the present value of the expenditures expected to be required to settle the obligation. The increase in any provision due to the passage of time is recognized as accretion expense.
The Company records the present value of estimated costs of legal and constructive obligations required to restore properties in the period in which the obligation is incurred. The nature of these restoration activities includes dismantling and removing structures, rehabilitating mines and restoration, reclamation, and re-vegetation of affected areas.
The fair value of the liability for a rehabilitation provision is recorded when it is incurred. When the liability is initially recognized, the present value of the estimated cost is capitalized by increasing the carrying amount of the related mining property or exploration and evaluation asset. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability, which is accreted over time through periodic charges to income or loss. A revision in estimates or new disturbance will result in an adjustment to the provision with an offsetting adjustment to the mineral property or the exploration and evaluation asset. Additional disturbances, changes in costs, or changes in assumptions are recognized as adjustments to the corresponding assets and reclamation liabilities when they occur.
Earnings per share
The Company presents basic and diluted earnings per share data for its common shares, calculated by dividing the earnings attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted earnings per share is determined by adjusting the earnings attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potentially dilutive common shares.
Income taxes
Income taxes in the years presented are comprised of current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized as equity.
Deferred tax is recognized using the statement of financial position asset and liability method, which provides for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax recognized is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the consolidated statement of financial position date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.
Deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill or an asset or liability in a transaction other than a business combination that affects neither accounting profit nor taxable profit.
| -22- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
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4. | RECENT ACCOUNTING PRONOUNCEMENTS |
New and amended IFRS that are effective for the current year:
In the current year, the Company has applied the below amendments to IFRS Standards and Interpretations issued by the IASB that were effective for annual periods that begin on or after January 1, 2023. These standards did not have a material impact on the Company’s disclosures or on the amounts in the current reporting periods.
Amendments to IAS 1 – Presentation of Financial Statements and IFRS Practice Statement 2 Making Material Judgments – Disclosure of Accounting Policies
The amendments change the requirements in IAS 1 with regards to disclosure of accounting policies. The amendments replace all instances of the term “significant accounting policies” with “material accounting policy information.” Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonable by expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.
The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events, or conditions, is immaterial and not required to be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events, or conditions, even of the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events, or conditions, is itself material. The IASB has also developed guidance and examples to explain and demonstrate the application of the “four-step materiality process” described in IFRS Practice Statement 2.
The amendments were applied effective January 1, 2023, and did not have a material impact on the Company’s consolidated financial statements.
Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting Estimates
The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty.”
The definition of a change in accounting estimates was deleted; however, the IASB retained the concept of changes in accounting estimates in the Standard with the following clarifications:
| · | A change in accounting estimate that results from new information or new developments is not a correct of an error |
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|
|
| · | The effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors |
The amendments were applied effective January 1, 2023, and did not have a material impact on the Company’s consolidated financial statements.
Amendments to IAS 12 – Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction
The amendments clarify that companies are required to recognize deferred taxes on transactions where both assets and liabilities are recognized, such as with leases and decommissioning liabilities. The amendments were applied effective January 1, 2023, and did not have a material impact on the Company’s consolidated financial statements.
| -23- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
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Future Changes in Accounting Policies Not Yet Effective as at December 31, 2023:
Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards are not expected to have a material impact on the Company in the current or future reporting periods.
Amendments to IAS 1 – Classification of Liabilities as Current or Non-Current with Covenants
The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current.
In addition, the amendment requires entities to disclose information to enable users of the financial statements to understand the risk that non-current liabilities with covenants could become repayable within twelve months. The amendments are applied on or after the first annual reporting period beginning on or after January 1, 2024, with early application permitted. The amendment is not expected to have a material impact on the Company’s consolidated financial statements.
Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback
The amendments require a seller/lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of the gain or loss that relates to the right of use it retains. The new requirements do not prevent a seller/lessee from recognizing in profit or loss any gain or loss relating to the partial or full termination of a lease. A seller-lessee applies the amendments retrospectively in accordance with IAS 8 Accounting Policies, Change in Accounting Estimates and Errors to sale or leaseback transactions entered into after the date of initial application.
The amendments are applied on or after the first annual reporting period beginning on or after January 1, 2024, with early application permitted. The amendment is not expected to have a material impact on the Company’s consolidated financial statements.
5. ACQUISITION OF LA PRECIOSA
On March 21, 2022, the Company closed the acquisition with Coeur Mining Inc. (“Coeur”) of all of the issued and outstanding shares of Proyectos Mineros La Preciosa S.A de C.V, a Mexican corporation, and Cervantes LLC, a Delaware LLC, that together hold the La Preciosa property in Mexico (“La Preciosa”).
Total consideration paid to Coeur was comprised of:
| a) | Cash consideration of $ |
| b) | A promissory note for $ |
| c) | |
| d) |
Additionally, Avino issued the following consideration for which payment is contingent on a future event and due to acquisition date uncertainty these are valued at Nil. A liability for these contingent payments will be recognized when related activity and events occur. As at December 31, 2023, no such contractual obligation to deliver cash has arisen and thus no liability is recorded for the contingent payments.
| e) | An additional cash payment of $ |
| f) | A |
| g) |
| -24- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
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The transaction has been accounted for as an asset acquisition as La Preciosa is in the exploration and evaluation stage and had not demonstrated technical feasibility, commercial viability, or the ability to provide economic benefits. La Preciosa did not have the workforce, resources and/or reserves, mine plan, or financial resources to the meet the definition of a business for accounting purposes.
The purchase consideration has been assigned based on the relative fair values of the assets acquired and liabilities assumed and is summarized as follows:
Cash paid |
| $ |
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Note payable |
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Common shares |
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Share purchase warrants |
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Total purchase consideration |
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Transaction costs |
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Total acquisition cost |
| $ |
| |
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Cash |
| $ |
| |
Other current assets |
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| |
Plant and equipment |
|
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| |
Exploration and evaluation assets |
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| |
Accounts payable |
|
| ( | ) |
Net assets acquired |
| $ |
|
Common shares of $
6. TAXES RECOVERABLE
The Company’s taxes recoverable consist of the Mexican I.V.A. (“VAT”) and income taxes recoverable and Canadian sales taxes (“GST/HST”) recoverable.
|
| December 31, 2023 |
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| December 31, 2022 |
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VAT recoverable |
| $ |
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| $ |
| ||
GST recoverable |
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Income taxes recoverable |
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| $ |
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| $ |
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| -25- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
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7. INVENTORY
|
| December 31, 2023 |
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| December 31, 2022 |
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Process material stockpiles |
| $ |
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| $ |
| ||
Concentrate inventory |
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Materials and supplies |
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| $ |
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| $ |
| ||
The amount of inventory recognized as an expense for the year ended December 31, 2023 totalled $
8. LONG-TERM INVESTMENTS
The Company classifies its long-term investments as designated at fair value through profit and loss under IFRS 9. Long-term investments are summarized as follows:
|
| Fair Value December 31, 2022 |
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| Net Additions |
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| Movements in foreign exchange |
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| Fair value adjustments for the period |
|
| Fair Value December 31, 2023 |
| |||||
Talisker Resources Common Shares |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
Silver Wolf Exploration Ltd. Common Shares |
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| ( | ) |
|
| ( | ) |
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Endurance Gold Corp. Common Shares |
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| ( | ) |
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| ||||
|
| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
| ||||
Silver Wolf Exploration Ltd.
During the year ended December 31, 2023, the Company received
Endurance Gold Corp.
During the year ended December 31, 2023, the Company received
See Note 9 for full details of the Option Agreement.
| -26- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
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9. EXPLORATION AND EVALUATION ASSETS
The Company has accumulated the following acquisition, exploration and evaluation costs which are not subject to depletion:
|
| Avino, Mexico |
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| La Preciosa, Mexico |
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| British Columbia & Yukon, Canada |
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| Total |
| ||||
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Balance, January 1, 2022 |
| $ |
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| $ |
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| $ |
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| $ |
| ||||
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Costs incurred during 2022: |
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Acquisition costs – Note 4 |
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Drilling and exploration |
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Assessments and taxes |
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Effect of movements in exchange rates |
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Option income |
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| ( | ) | ||
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Balance, December 31, 2022 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Costs incurred during 2023: |
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Drilling and exploration |
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Assessments and taxes |
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| ( | ) |
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| ( | ) | ||
Effect of movements in exchange rates |
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| ( | ) |
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| ( | ) | ||
La Preciosa Non core mine right concessions transfer |
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| ( | ) |
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Option income |
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| ( | ) |
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| ( | ) | ||
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Balance, December 31, 2023 |
| $ |
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| $ |
|
| $ |
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| $ |
| ||||
| (a) | Avino, Mexico |
The Company’s subsidiary Avino Mexico owns
| (i) | Avino Mine area property |
The Avino Mine area property is situated around the towns of Panuco de Coronado and San Jose de Avino and surrounding the historic Avino mine site. There are four exploration concessions covering
| (ii) | Gomez Palacio/Ana Maria property |
The Ana Maria property is located near the town of Gomez Palacio, and consists of nine exploration concessions covering
| -27- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
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Option Agreement – Silver Wolf Exploration Ltd. (formerly Gray Rock Resources Ltd.) (“Silver Wolf”)
On March 11, 2021, the Company was informed that Silver Wolf received TSX Venture Exchange approval on the previously-announced entrance into an option agreement to grant Silver Wolf the exclusive right to acquire a
| 1. | Issue to Avino a total of C$ |
| a. | C$ |
| b. | A further C$ |
| c. | A further C$ |
| d. | A further C$ |
| e. | A further C$ |
| 2. | Incur a total of C$ |
| a. | C$ |
| b. | A further C$ |
| c. | A further C$ |
All exploration expenditure requirements on the properties have been met as of December 31, 2023
Under the Option Agreement, all share issuances will be based on the average volume weighted trading price of Silver Wolf’s shares on the TSX Venture Exchange for the ten (10) trading days immediately preceding the date of issuance of the shares, and the shares will be subject to resale restrictions under applicable securities legislation for 4 months and a day from their date of issue.
The Option Agreement between the Company and Silver Wolf is considered a related party transaction as the two companies have directors in common.
Unification La Platosa properties
The Unification La Platosa properties, consisting of three leased concessions in addition to the leased concessions situated within the Avino mine area property near the towns of Panuco de Coronado and San Jose de Avino and surrounding the Avino Mine.
In February 2012, the Company’s wholly-owned Mexican subsidiary entered into a new agreement with Minerales de Avino, S.A. de C.V. (“Minerales”) whereby Minerales has indirectly granted to the Company the exclusive right to explore and mine the La Platosa property known as the “ET zone”. The ET zone includes the Avino Mine, where production at levels intended by management was achieved on July 1, 2015.
Under the agreement,
| -28- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
| (b) | La Preciosa, Mexico |
On March 21, 2022, the Company received approval for the closing of the acquisition of the La Preciosa property from Coeur Mining Inc. (“Coeur”). See Note 5 for further details
| (c) | British Columbia & Yukon, Canada |
Eagle Property - Yukon
Minto and Olympic-Kelvin properties – British Columbia
On May 2, 2022, the Company has granted Endurance Gold Corporation the right to acquire an option to earn 100% ownership of the former Minto Gold Mine, Olympic and Kelvin gold prospects contained within a parcel of crown grant and mineral claims (the “Olympic Claims”).
Under the terms of the letter agreement,
As part of the final requirement to earn its interest, Endurance agreed to grant to Avino
The Option agreement is subject to the TSX Venture Exchange acceptance, and any Shares or Warrants to be issued will be subject to a four-month hold period on issuance as per the policies of the TSX Venture Exchange.
During the year ended December 31, 2023, Endurance granted
10. NON-CONTROLLING INTEREST
At December 31, 2023, the Company had an effective
| -29- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
11. PLANT, EQUIPMENT AND MINING PROPERTIES
|
| 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 January 1, 2022 |
|
| 13,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Additions / Transfers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Writedowns |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Effect of movements in exchange rates |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
Balance at December 31, 2022 |
|
| 14,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Additions / Transfers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Writedowns |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Effect of movements in exchange rates |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED DEPLETION AND DEPRECIATION / IMPAIRMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Additions / Transfers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Writedowns |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Balance at December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Additions / Transfers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Writedowns |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Balance at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET BOOK VALUE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
At December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| -30- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
Included in Buildings and construction in process above are assets under construction of $
As of December 31, 2023, the Company performed an evaluation of the property plant and equipment and recorded a write-down of $
As at December 31, 2023, plant, equipment and mining properties included a net carrying amount of $
12. RELATED PARTY TRANSACTIONS AND BALANCES
All related party transactions are recorded at the exchange amount which is the amount agreed to by the Company and the related party.
| (a) | Key management personnel |
The Company has identified its directors and certain senior officers as its key management personnel. The compensation costs for key management personnel for the years ended December 31, 2023 and 2022 is as follows:
|
| 2023 |
|
| 2022 |
| ||
Salaries, benefits, and consulting fees |
| $ |
|
| $ |
| ||
Share-based payments |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
| (b) | Amounts due to/from related parties |
In the normal course of operations the Company transacts with companies related to Avino’s directors or officers. All amounts payable and receivable are non-interest bearing, unsecured and due on demand.
The following table summarizes the amounts were due to/(from) related parties:
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
Oniva International Services Corp. |
| $ |
|
| $ |
| ||
Silver Wolf Exploration Ltd. |
|
| ( | ) |
|
| ( | ) |
|
| $ | ( | ) |
| $ |
| |
For services provided to the Company as President and Chief Executive Officer, the Company pays Intermark Capital Corporation (“ICC”), a company controlled by David Wolfin, the Company’s President and CEO and also a director, for consulting services. For the year ended December 31, 2023, the Company paid $
| (c) | Other related party transactions |
The Company has a cost sharing agreement with Oniva International Services Corp. (“Oniva”) for office and administration services. Pursuant to the cost sharing agreement, the Company will reimburse Oniva for the Company’s percentage of overhead and corporate expenses and for out-of-pocket expenses incurred on behalf of the Company, with a 2.5% markup. David Wolfin, President & CEO, and a director of the Company, is the sole owner of Oniva. The cost sharing agreement may be terminated with one-month notice by either party without penalty.
| -31- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
The transactions with Oniva during the year ended December 31, 2023 and 2022, are summarized below:
|
| 2023 |
|
| 2022 |
| ||
Salaries and benefits |
| $ |
|
| $ |
| ||
Office and miscellaneous |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
13. NOTE PAYABLE
On March 21, 2022, the Company closed the acquisition of the La Preciosa property from Coeur Mining Inc. (see Note 5 for further details). As part of the agreement, the Company issued a promissory note payable of $
Prior to March 21, 2023, the Company repaid the promissory note payable in full.
The continuity of the note payable is as follows:
|
| December 31, |
|
| December 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
Balance at beginning of the period |
| $ |
|
| $ |
| ||
Additions |
|
|
|
|
|
| ||
Repayments |
|
| ( | ) |
|
|
| |
Unwinding of fair value adjustment |
|
|
|
|
|
| ||
Balance at end of the period |
|
| - |
|
|
|
| |
Less: Current portion |
|
|
|
|
| ( | ) | |
Non-current portion |
| $ |
|
| $ |
| ||
14. WARRANT LIABILITY
The Company’s warrant liability arises as a result of the issuance of warrants exercisable in US dollars. As the denomination is different from the Canadian dollar functional currency of the entity issuing the underlying shares, the Company recognizes a derivative liability for these warrants and re-measures the liability at the end of each reporting period using the Black-Scholes model. Changes in respect of the Company’s warrant liability are as follows:
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
Balance at beginning of the period |
| $ |
|
| $ |
| ||
Warrants issued |
|
|
|
|
|
| ||
Fair value adjustment |
|
| ( | ) |
|
| ( | ) |
Effect of movement in exchange rates |
|
|
|
|
| ( | ) | |
Balance at end of the period |
| $ |
|
| $ |
| ||
| -32- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
Continuity of warrants during the periods is as follows:
|
| Underlying Shares |
|
| Weighted Average Exercise Price |
| ||
Warrants outstanding and exercisable, January 1, 2022 |
|
|
|
| $ |
| ||
Granted |
|
|
|
| $ |
| ||
Warrants outstanding and exercisable, December 31, 2022 |
|
|
|
| $ |
| ||
Expired |
|
| ( | ) |
| $ |
| |
Warrants outstanding and exercisable, December 31, 2023 |
|
| - |
|
|
| - |
|
As at December 31, 2023, the weighted average remaining contractual life of warrants outstanding was Nil years (December 31, 2022 –
Valuation of the warrant liability requires the use of estimates and assumptions including the expected stock price volatility. The expected volatility used in valuing warrants is based on volatility observed in historical periods. Changes in the underlying assumptions can materially affect the fair value estimates. The fair value of the warrant liability was calculated using the Black-Scholes model with the following weighted average assumptions and resulting fair values:
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
Weighted average assumptions: |
|
|
|
|
|
| ||
Risk-free interest rate |
| - | % |
|
| % | ||
Expected dividend yield |
| - | % |
|
| 0 | % | |
Expected warrant life (years) |
|
| - |
|
|
|
| |
Expected stock price volatility |
| - | % |
|
| % | ||
Weighted average fair value |
| $ | - |
|
| $ |
| |
15. RECLAMATION PROVISION
Management’s estimate of the reclamation provision at December 31, 2023, is $
The present value of the obligation was calculated using a risk-free interest rate of
A reconciliation of the changes in the Company’s reclamation provision is as follows:
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
|
|
|
|
|
|
| ||
Balance at beginning of the period |
| $ |
|
| $ |
| ||
Changes in estimates |
|
|
|
|
| ( | ) | |
Unwinding of discount related to continuing operations |
|
|
|
|
|
| ||
Effect of movements in exchange rates |
|
|
|
|
|
| ||
Balance at end of the period |
| $ |
|
| $ |
| ||
| -33- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
16. SHARE CAPITAL AND SHARE-BASED PAYMENTS
| (a) | Authorized:Unlimited common shares without par value |
|
|
|
| (b) | Issued: |
| (i) | During the year ended December 31, 2023, the Company issued |
|
|
|
|
| During the year ended December 31, 2023, the Company issued |
|
|
|
| (ii) | During the year ended December 31, 2022, the Company issued |
|
|
|
|
| The Company further issued |
|
|
|
|
| During the year ended December 31, 2022, the Company issued |
|
|
|
|
| During the year ended December 31, 2022, the Company issued |
| (c) | Stock options: |
|
|
|
|
| The Company has a stock option plan to purchase the Company’s common shares, under which it may grant stock options of up to 10% of the Company’s total number of shares issued and outstanding on a non-diluted basis. The stock option plan provides for the granting of stock options to directors, officers, and employees, and to persons providing investor relations or consulting services, the limits being based on the Company’s total number of issued and outstanding shares per year. The stock options vest on the date of grant, except for those issued to persons providing investor relations services, which vest over a period of one year. The option price must be greater than or equal to the discounted market price on the grant date, and the option term cannot exceed ten years from the grant date. |
| -34- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
Continuity of stock options is as follows:
|
| Underlying Shares |
|
| Weighted Average Exercise Price (C$) |
| ||
|
|
|
|
|
|
| ||
Stock options outstanding, January 1, 2022 |
|
| 2,839,000 |
|
| $ |
| |
Granted |
|
|
|
| $ |
| ||
Exercised |
|
| ( | ) |
| $ |
| |
Expired |
|
| ( | ) |
| $ |
| |
Forfeited |
|
| ( | ) |
| $ |
| |
Stock options outstanding, December 31, 2022 |
|
|
|
| $ |
| ||
Granted |
|
|
|
| $ |
| ||
Expired |
|
| ( | ) |
| $ |
| |
Forfeited |
|
| ( | ) |
| $ |
| |
Stock options outstanding, December 31, 2023 |
|
|
|
| $ |
| ||
Stock options exercisable, December 31, 2023 |
|
|
|
| $ |
| ||
The following table summarizes information about the stock options outstanding and exercisable at December 31, 2023:
|
|
|
| Outstanding |
|
| Exercisable |
| ||||||||||||
Expiry Date |
| Price (C$) |
|
| Number of Options |
|
| Weighted Average Remaining Contractual Life (Years) |
|
| Number of Options |
|
| Weighted Average Remaining Contractual Life (Years) |
| |||||
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Valuation of stock options requires the use of estimates and assumptions including the expected stock price volatility. The expected volatility used in valuing stock options is based on volatility observed in historical periods. Changes in the underlying assumptions can materially affect the fair value estimates. The fair value of the stock options was calculated using the Black-Scholes model with the following weighted average assumptions and resulting fair values:
| -35- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
Weighted average assumptions: |
|
|
|
|
|
| ||
Risk-free interest rate |
|
| % |
|
| % | ||
Expected dividend yield |
|
| % |
|
| % | ||
Expected warrant life (years) |
|
|
|
|
|
| ||
Expected stock price volatility |
|
| % |
|
| % | ||
Expected forfeiture rate |
|
| % |
|
| % | ||
Weighted average fair value |
| $ |
|
| $ |
| ||
During the year ended December 31, 2023, the Company charged $
| (d) | Restricted Share Units: |
On April 19, 2018, the Company’s Restricted Share Unit (“RSU”) Plan was approved by its shareholders. The RSU Plan is administered by the Compensation Committee under the supervision of the Board of Directors as compensation to officers, directors, consultants, and employees. The Compensation Committee determines the terms and conditions upon which a grant is made, including any performance criteria or vesting period.
Upon vesting, each RSU entitles the participant to receive one common share, provided that the participant is continuously employed with or providing services to the Company. RSUs track the value of the underlying common shares, but do not entitle the recipient to the underlying common shares until such RSUs vest, nor do they entitle a holder to exercise voting rights or any other rights attached to ownership or control of the common shares, until the RSU vests and the RSU participant receives common shares.
Continuity of RSUs is as follows:
|
| Underlying Shares |
|
| Weighted Average Price (C$) |
| ||
|
|
|
|
|
|
| ||
RSUs outstanding, January 1, 2022 |
|
|
|
| $ |
| ||
Granted |
|
|
|
| $ |
| ||
Exercised |
|
| ( | ) |
| $ |
| |
Cancelled / Forfeited |
|
| ( | ) |
| $ |
| |
RSUs outstanding, December 31, 2022 |
|
|
|
| $ |
| ||
Granted |
|
|
|
| $ |
| ||
Exercised |
|
| ( | ) |
| $ |
| |
Cancelled / Forfeited |
|
| ( | ) |
| $ |
| |
RSUs outstanding, December 31, 2023 |
|
|
|
| $ |
| ||
The following table summarizes information about the RSUs outstanding at December 31, 2023:
Issuance Date |
| Price (C$) |
|
| Number of RSUs Outstanding |
| ||
March 25, 2022 |
| $ |
|
|
|
| ||
March 29, 2023 |
| $ |
|
|
|
| ||
July 10, 2023 |
| $ |
|
|
|
| ||
|
|
|
|
|
|
|
| |
| -36- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
During the year ended December 31, 2023,
During the year ended December 31, 2023, the Company charged $
| (e) | Earnings per share: |
The calculations for basic earnings per share and diluted earnings per share are as follows:
|
| 2023 |
|
| 2022 |
| ||
Net income for the period |
| $ |
|
| $ |
| ||
Basic weighted average number of shares outstanding |
|
|
|
|
|
| ||
Effect of dilutive share options, warrants, and RSUs (‘000) |
|
|
|
|
|
| ||
Diluted weighted average number of shares outstanding |
|
|
|
|
|
| ||
Basic and diluted earnings per share |
| $ |
|
| $ |
| ||
17. REVENUE AND COST OF SALES
The Company’s revenues for the year ended December 31, 2023 and 2022, are all attributable to Mexico, from shipments of concentrate from the Avino Mine.
|
| 2023 |
|
| 2022 |
| ||
Concentrate sales |
| $ |
|
| $ |
| ||
Provisional pricing adjustments |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Cost of sales consists of changes in inventories, direct costs including personnel costs, mine site costs, energy costs (principally diesel fuel and electricity), maintenance and repair costs, operating supplies, external services, third party transport fees, depreciation and depletion, and other expenses for the periods. Direct costs include the costs of extracting co-products.
Cost of sales is based on the weighted average cost of inventory sold for the periods and consists of the following:
|
| 2023 |
|
| 2022 |
| ||
Production costs |
| $ |
|
| $ |
| ||
Write down of equipment |
|
|
|
|
|
| ||
Depreciation and depletion |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
| -37- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
18. GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses on the consolidated statements of operations consist of the following:
|
| 2023 |
|
| 2022 |
| ||
Salaries and benefits |
| $ |
|
| $ |
| ||
Office and miscellaneous |
|
|
|
|
|
| ||
Professional fees |
|
|
|
|
|
| ||
Management and consulting fees |
|
|
|
|
|
| ||
Investor relations |
|
|
|
|
|
| ||
Directors fees |
|
|
|
|
|
| ||
Regulatory and compliance fees |
|
|
|
|
|
| ||
Depreciation |
|
|
|
|
|
| ||
Travel and promotion |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
19. COMMITMENTS
The Company has a cost sharing agreement to reimburse Oniva for a percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on Oniva’s total overhead and corporate expenses. The agreement may be terminated with one-month notice by either party. Transactions and balances with Oniva are disclosed in Note 12.
The Company and its subsidiaries have various operating lease agreements for their office premises, use of land, and equipment. Commitments in respect of these lease agreements are as follows:
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
Not later than one year |
| $ |
|
| $ |
| ||
Later than one year and not later than five years |
|
|
|
|
|
| ||
Later than five years |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Office lease payments recognized as an expense during the year ended December 31, 2023, totalled $
| -38- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
20. SUPPLEMENTARY CASH FLOW INFORMATION
|
| 2023 |
|
| 2022 |
| ||
Net change in non-cash working capital items: |
|
|
|
|
|
| ||
Accounts payable and accrued liabilities |
| $ |
|
| $ |
| ||
Prepaid expenses and other assets |
|
| ( | ) |
|
| ( | ) |
Amounts receivable |
|
| ( | ) |
|
| ( | ) |
Taxes payable |
|
| ( | ) |
|
|
| |
Amounts due to related parties |
|
| ( | ) |
|
| ( | ) |
Taxes recoverable |
|
| ( | ) |
|
|
| |
Inventory |
|
| ( | ) |
|
| ( | ) |
|
| $ | ( | ) |
| $ |
| |
|
| 2023 |
|
| 2022 |
| ||
Other non-cash supplementary information: |
|
|
|
|
|
| ||
Interest paid |
| $ |
|
| $ |
| ||
Taxes paid |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
| 2022 |
| ||
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Acquisition of La Preciosa, net of cash & transaction costs |
| $ |
|
| $ |
| ||
Shares acquired under terms of option agreements |
|
|
|
|
|
| ||
Transfer of share-based payments reserve upon exercise of RSUs |
|
|
|
|
|
| ||
Transfer of share-based payments reserve upon option exercise |
|
|
|
|
|
| ||
Transfer of share-based payments reserve upon option cancellation or expiry |
|
|
|
|
|
| ||
Equipment acquired under finance leases and equipment loans |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
21. FINANCIAL INSTRUMENTS
The fair values of the Company’s amounts due to related parties and accounts payable approximate their carrying values because of the short-term nature of these instruments. Cash, amounts receivable, long-term investments, and warrant liability are recorded at fair value. The carrying amounts of the Company’s equipment loans, and finance lease obligations are a reasonable approximation of their fair values based on current market rates for similar financial instruments.
The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, and market risk.
| -39- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
| (a) | Credit Risk |
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company has exposure to credit risk through its cash, long-term investments and amounts receivable. The Company manages credit risk, in respect of cash and short-term investments, by maintaining the majority of cash and short-term investments at highly rated financial institutions.
The Company is exposed to a significant concentration of credit risk with respect to its trade accounts receivable balance because all of its concentrate sales are with three (December 31, 2022 – two) counterparties (see Note 23). However, the Company has not recorded any allowance against its trade receivables because to-date all balances owed have been settled in full when due (typically within 60 days of submission) and because of the nature of the counterparties.
The Company’s maximum exposure to credit risk at the end of any period is equal to the carrying amount of these financial assets as recorded in the consolidated statement of financial position. At December 31, 2023, no amounts were held as collateral.
| (b) | Liquidity Risk |
Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows required by its operating, investing and financing activities. The Company had cash at December 31, 2023, in the amount of $
The maturity profiles of the Company’s contractual obligations and commitments as at December 31, 2023, are summarized as follows:
|
| Total |
|
| Less Than 1 Year |
|
| 1-5 years |
|
| More Than 5 Years |
| ||||
Accounts payable and accrued liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Minimum rental and lease payments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Equipment loans |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Finance lease obligations |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| (c) | Market Risk |
Market risk consists of interest rate risk, foreign currency risk and price risk. These are discussed further below.
Interest Rate Risk
Interest rate risk consists of two components:
| (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. |
| -40- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
In management’s opinion, the Company is not materially exposed to interest rate risk, as any material debt obligations that bear interest are fixed and not subject to floating interest rates.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that the following monetary assets and liabilities are denominated in Mexican pesos and Canadian dollars:
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||||||||||
|
| MXN |
|
| CDN |
|
| MXN |
|
| CDN |
| ||||
Cash |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Due from related parties |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Long-term investments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Reclamation bonds |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Amounts receivable |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accounts payable and accrued liabilities |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Due to related parties |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Finance lease obligations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net exposure |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
US dollar equivalent |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Based on the net US dollar denominated asset and liability exposures as at December 31, 2023, a 10% fluctuation in the US/Mexican and Canadian/US exchange rates would impact the Company’s earnings for the year ended December 31, 2023, by approximately $
Price Risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk.
The Company is exposed to price risk with respect to its amounts receivable, as certain trade accounts receivable are recorded based on provisional terms that are subsequently adjusted according to quoted metal prices at the date of final settlement. Quoted metal prices are affected by numerous factors beyond the Company’s control and are subject to volatility, and the Company does not employ hedging strategies to limit its exposure to price risk. At December 31, 2023, based on outstanding accounts receivable that were subject to pricing adjustments, a 10% change in metals prices would have an impact on net earnings (loss) of approximately $
The Company is exposed to price risk with respect to its long-term investments, as these investments are carried at fair value based on quoted market prices. Changes in market prices result in gains or losses being recognized in net income (loss). At December 31, 2023, a 10% change in market prices would have an impact on net earnings (loss) of approximately $
The Company’s profitability and ability to raise capital to fund exploration, evaluation and production activities is subject to risks associated with fluctuations in mineral prices. Management closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
| -41- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
| (d) | Classification of Financial Instruments |
IFRS 13 Financial Instruments: Disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table sets forth the Company’s financial assets and financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as at December 31, 2023:
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||
Financial assets |
|
|
|
|
|
|
|
|
| |||
Cash |
| $ |
|
| $ |
|
| $ |
| |||
Amounts receivable |
|
|
|
|
|
|
|
|
| |||
Long-term investments |
|
|
|
|
|
|
|
|
| |||
Total financial assets |
| $ |
|
| $ |
|
| $ |
| |||
The following table sets forth the Company’s financial assets and financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as at December 31, 2022:
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||
Financial assets |
|
|
|
|
|
|
|
|
| |||
Cash |
| $ |
|
| $ |
|
| $ |
| |||
Amounts receivable |
|
|
|
|
|
|
|
|
| |||
Long-term investments |
|
|
|
|
|
|
|
|
| |||
Total financial assets |
| $ |
|
| $ |
|
| $ |
| |||
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liability |
|
| - |
|
|
| - |
|
|
| ( | ) |
Total financial liabilities |
| $ | - |
|
| $ | - |
|
| $ | ( | ) |
The Company uses Black-Scholes model to measure its Level 3 financial instruments. As at December 31, 2023, the Company’s has no Level 3 financial instruments (December 31, 2022 – consisted of the warrant liability).
| -42- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
22. CAPITAL MANAGEMENT
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and expansion of its properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. In the management of capital, the Company includes equity (comprising of all issued share capital, equity reserves, retained earnings or accumulated deficit, and other comprehensive income (loss)), the note payable, and finance lease obligations, are listed as follows:
|
| December 31, |
|
| December 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
Equity |
| $ |
|
| $ |
| ||
Note Payable |
|
|
|
|
|
| ||
Equipment loan obligations |
|
|
|
|
|
| ||
Finance lease obligations |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may attempt to incur new debt or issue new shares. Management reviews the Company’s capital structure on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. At December 31, 2023, the Company expects its capital resources and projected future cash flows from operations to support its normal operating requirements on an ongoing basis, and planned development and exploration of its mineral properties and other expansionary plans. At December 31, 2023, there was no externally imposed capital requirement to which the Company was subject and with which the Company did not comply.
23. SEGMENTED INFORMATION
The Company’s revenues for the year ended December 31, 2023 are all attributable to Mexico, from shipments of concentrate produced by the Avino Mine, and is considered to be one single reportable operating segment.
On the consolidated statements of operations, the Company had revenue from the following product mixes:
|
| 2023 |
|
| 2022 |
| ||
Silver |
| $ |
|
| $ |
| ||
Copper |
|
|
|
|
|
| ||
Gold |
|
|
|
|
|
| ||
Penalties, treatment costs and refining charges |
|
| ( | ) |
|
| ( | ) |
Total revenue from mining operations |
| $ |
|
| $ |
| ||
| -43- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
For the year ended December 31, 2023 and 2022, the Company had the following customers that accounted for total revenues as follows:
|
| 2023 |
|
| 2022 |
| ||
Customer #1 |
| $ |
|
| $ |
| ||
Customer #2 |
|
|
|
|
|
| ||
Customer #3 |
|
|
|
|
|
| ||
Other customers |
|
|
|
|
|
| ||
Total revenue from mining operations |
| $ |
|
| $ |
| ||
Geographical information relating to the Company’s non-current assets (other than financial instruments) is as follows:
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
Exploration and evaluation assets - Mexico |
| $ |
|
| $ |
| ||
Exploration and evaluation assets - Canada |
|
|
|
|
|
| ||
Total exploration and evaluation assets |
| $ |
|
| $ |
| ||
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
Plant, equipment, and mining properties - Mexico |
| $ |
|
| $ |
| ||
Plant, equipment, and mining properties - Canada |
|
|
|
|
|
| ||
Total plant, equipment, and mining properties |
| $ |
|
| $ |
| ||
| -44- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
24. INCOME TAXES
| (a) | Income tax expense (recovery) |
Income tax expense (recovery) included in the consolidated statements of operations and comprehensive income (loss) is as follows:
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Current income tax expense (recovery) |
| $ | ( | ) |
| $ |
| |
Deferred income tax expense (recovery) |
|
| ( | ) |
|
|
| |
Total income tax expense (recovery) |
| $ | ( | ) |
| $ |
| |
The reconciliation of income taxes calculated at the Canadian statutory tax rate to the income tax expense recognized in the year is as follows:
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Net income (loss) before income taxes |
| $ | ( | ) |
| $ |
| |
|
|
|
|
|
|
|
|
|
Combined statutory tax rate |
|
| % |
|
| % | ||
|
|
|
|
|
|
|
|
|
Income tax expense (recovery) at the Canadian statutory rate |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Reconciling items: |
|
|
|
|
|
|
|
|
Effect of difference in foreign tax rates |
|
|
|
|
|
| ||
Non-deductible/non-taxable items |
|
|
|
|
|
| ||
Change in unrecognized deductible temporary differences |
|
| ( | ) |
|
|
| |
Impact of foreign exchange |
|
| ( | ) |
|
| ( | ) |
Special mining duties |
|
|
|
|
|
| ||
Revisions to estimates |
|
| ( | ) |
|
| ( | ) |
Share issue costs |
|
| ( | ) |
|
| ( | ) |
Other items |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Income tax expense (recovery) recognized in the year |
| $ | ( | ) |
| $ |
| |
The Company recognized a non-cash recovery of $
|
| December 31, |
|
| December 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Deferred income tax assets |
| $ |
|
| $ |
| ||
Deferred income tax liabilities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| $ | ( | ) |
| $ | ( | ) |
| -45- |
AVINO SILVER & GOLD MINES LTD. Notes to the consolidated financial statements For the years ended December 31, 2023 and 2022 (Expressed in thousands of US dollars, except where otherwise noted) |
|
The approximate tax effects of each type of temporary difference that gives rise to potential deferred income tax assets and liabilities are as follows:
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
|
|
|
|
|
|
| ||
Reclamation provision |
| $ |
|
| $ |
| ||
Other deductible temporary differences |
|
|
|
|
|
| ||
Exploration and evaluation assets |
|
| ( | ) |
|
| ( | ) |
Plant, equipment and mining properties |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net deferred income tax liabilities |
| $ | ( | ) |
| $ | ( | ) |
The net deferred tax liability presented in these consolidated financial statements is due to the difference in the carrying amounts and tax bases of the Mexican plant, equipment and mining properties which were acquired in the purchase of Avino Mexico. The carrying values of the Mexican plant, equipment and mining properties includes an estimated fair value adjustment recorded upon the July 17, 2006, acquisition of control of Avino Mexico that was based on a share exchange, while the tax bases of these assets are historical undeducted tax amounts that were nil on acquisition. The deferred tax liability is attributable to assets in the tax jurisdiction of Mexico.
| (b) | Unrecognized deductible temporary differences: |
Temporary differences and tax losses arising in Canada have not been recognized as deferred income tax assets due to the fact that management has determined it is not probable that sufficient future taxable profits will be earned in Canada to recover such assets. Unrecognized deductible temporary differences are summarized as follows:
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
|
|
|
|
|
|
| ||
Tax losses carried forward - Canada |
| $ |
|
| $ |
| ||
Tax losses carried forward - Mexico |
|
|
|
|
|
| ||
Share issue costs |
|
|
|
|
|
| ||
Plant, equipment and mining properties |
|
|
|
|
|
| ||
Exploration and evaluation assets |
|
|
|
|
|
| ||
Investments |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Unrecognized deductible temporary differences |
| $ |
|
| $ |
| ||
The Company has capital losses of $
The Company has non-capital tax losses of $
25. SUBSEQUENT EVENTS
At-The-Market Sales –Subsequent to December 31, 2023, the Company issued
| -46- |
EXHIBIT 99.3
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
The following discussion and analysis of the operations, results, and financial position of Avino Silver & Gold Mines Ltd. (the “Company” or “Avino”) should be read in conjunction with the Company’s audited consolidated financial statements as at and for the year ended December 31, 2023, and the notes thereto.
This Management’s Discussion and Analysis (“MD&A”) is dated March 20, 2024, and discloses specified information up to that date. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Unless otherwise cited, references to dollar amounts are in US dollars. This MD&A contains “forward-looking statements” that are subject to risk factors including those set out in the “Cautionary Statement” at the end of this MD&A. All information contained in this MD&A is current and has been approved by the Company’s Board of Directors as of March 20, 2024, unless otherwise indicated. Throughout this report we refer to “Avino”, the “Company”, “we”, “us”, “our”, or “its”. All these terms are used in respect of Avino Silver & Gold Mines Ltd. We recommend that readers consult the “Cautionary Statement” on the last page of this report. Additional information relating to the Company is available on the Company’s website at www.avino.com and on SEDAR+ at www.sedarplus.ca.
Business Description
Avino Silver & Gold Mines Ltd. (the “Company” or “Avino”) was incorporated in 1968 under the laws of the Province of British Columbia, Canada. The Company is engaged in the production and sale of silver, gold, and copper and the acquisition, exploration, and advancement of mineral properties.
The Company’s head office and principal place of business is Suite 900, 570 Granville Street, Vancouver, BC, Canada. The Company is a reporting issuer in Canada (except for the province of Quebec) and the United States, and its common shares are listed on the Toronto Stock Exchange (“TSX”), the NYSE American, and the Frankfurt and Berlin Stock Exchanges.
Discussion of Operations
The Company’s production, exploration, and evaluation activities during the year ended December 31, 2023, have been conducted on its Avino Property.
The Company holds a 99.67% effective interest in Compañía Minera Mexicana de Avino, S.A. de C.V. (“Avino Mexico”), a Mexican corporation which owns the Avino Property. The Avino Property covers approximately 1,104 contiguous hectares, and is located approximately 80 km north-east of the city of Durango. The Avino Property is equipped with milling and processing facilities that presently process all output from the Avino Mine located on the property. The Avino property also hosts the San Gonzalo Mine, which is currently on care and maintenance. The Company also holds 100% interest in Proyectos Mineros La Preciosa S.A. de C.V. (“La Preciosa”), a Mexican corporation which owns the La Preciosa Property. The Company also owns interests in mineral properties located in British Columbia and Yukon, Canada.
| 1 | Page |
|
|
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Operational Highlights
| HIGHLIGHTS (Expressed in US$, unless otherwise noted) | Fourth Quarter 2023 | Fourth Quarter 2022 |
Change | Year 2023 | Year 2022 |
Change | ||||
| Operating |
|
|
| |||||||
| Tonnes Milled | 143,738 | 150,292 | -4% | 615,373 | 541,823 | 14% | ||||
| Silver Ounces Produced | 224,723 | 309,856 | -27% | 928,643 | 985,195 | -6% | ||||
| Gold Ounces Produced | 1,452 | 2,426 | -40% | 7,335 | 5,778 | 27% | ||||
| Copper Pounds Produced | 1,317,793 | 1,540,851 | -14% | 5,304,808 | 6,504,177 | -18% | ||||
| Silver Equivalent Ounces1 Produced | 558,460 | 770,127 | -27% | 2,415,232 | 2,655,502 | -9% | ||||
| Concentrate Sales and Cash Costs |
|
|
| |||||||
| Silver Equivalent Payable Ounces Sold2 | 584,061 | 756,536 | -23% | 2,086,485 | 2,449,704 | -15% | ||||
| Cash Cost per Silver Equivalent Payable Ounce1,2,3 | $ | 15.04 | $ | 11.76 | 28% | $ | 15.61 | $ | 10.34 | 51% |
| All-in Sustaining Cash Cost per Silver Equivalent Payable Ounce1,2,3 | $ | 21.67 | $ | 18.63 | 16% | $ | 21.87 | $ | 17.91 | 22% |
1.In Q4 2023, AgEq was calculated using metals prices of $23.50 oz Ag, $1,994 oz Au and $3.72 lb Cu. In Q4 2022, AgEq was calculated using metals prices of $21.18 oz Ag, $1,729 oz Au and $3.63 lb Cu. For YTD 2023, AgEq was calculated using metals prices of $23.46 oz Ag, $1,953 oz Au and $3.83 lb Cu. For YTD 2022, AgEq was calculated using metal prices of $21.75 oz Ag, $1,801 oz Au and $4.00 lb Cu. Calculated figures may not add up due to rounding.
2. “Silver equivalent payable ounces sold” for the purposes of cash costs and all-in sustaining costs consists of the sum of payable silver ounces, gold ounces and copper tonnes sold, before penalties, treatment charges, and refining charges, multiplied by the ratio of the average spot gold and copper prices to the average spot silver price for the corresponding period.
3. The Company reports non-IFRS measures which include cash cost per silver equivalent payable ounce and all-in sustaining cash cost per payable ounce. These measures are widely used in the mining industry as a benchmark for performance, but do not have a standardized meaning under IFRS and the calculation methods may differ from methods used by other companies with similar reported measures. See Non-IFRS Measures section for further information and detailed reconciliations.
Financial Highlights
| HIGHLIGHTS (Expressed in 000’s of US$) | Fourth Quarter 2023 | Fourth Quarter 2022 |
Change | Year 2023 | Year 2022 |
Change | ||||
| Financial Operating Performance |
|
|
| |||||||
| Revenues | $ | 12,530 | $ | 14,649 | -14% | $ | 43,889 | $ | 44,187 | -1% |
| Mine operating income | $ | 2,561 | $ | 4,356 | -41% | $ | 7,819 | $ | 15,062 | -48% |
| Net income | $ | 563 | $ | 1,296 | -57% | $ | 542 | $ | 3,096 | -82% |
| Earnings before interest, taxes and amortization (“EBITDA”)1 | $ | 1,120 | $ | 3,207 | -65% | $ | 2,506 | $ | 10,262 | -76% |
| Adjusted earnings1 | $ | 1,972 | $ | 4,026 | -51% | $ | 4,601 | $ | 10,238 | -55% |
| Cash provided by operating activities | $ | 621 | $ | 3,320 | -81% | $ | 1,488 | $ | 11,831 | -87% |
| Per Share Amounts |
|
|
| |||||||
| Earnings per share – basic & diluted | $ | 0.00 | $ | 0.01 | -100% | $ | 0.00 | $ | 0.03 | -100% |
| Adjusted earnings per share1 | $ | 0.02 | $ | 0.03 | -33% | $ | 0.04 | $ | 0.08 | -50% |
| HIGHLIGHTS (Expressed in 000’s of US$) | December 31, 2023 | September 30, 2023 | Change | December 31, 2023 | December 31, 2022 |
Change | ||||
| Liquidity & Working Capital |
|
|
|
|
|
|
|
|
|
|
| Cash | $ | 2,688 | $ | 1,856 | 45% | $ | 2,688 | $ | 11,245 | -76% |
| Working capital1 | $ | 9,727 | $ | 7,445 | 31% | $ | 9,727 | $ | 8,821 | 10% |
1. The Company reports non-IFRS measures which include cash cost per silver equivalent payable ounce, all-in sustaining cash cost per payable ounce, EBITDA, adjusted earnings, adjusted earnings per share, and working capital. These measures are widely used in the mining industry as a benchmark for performance, but do not have a standardized meaning and the calculation methods may differ from methods used by other companies with similar reported measures. See Non-IFRS Measures section for further information and detailed reconciliations.
| 2 | Page |
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| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
4th Quarter and FY 2023 Highlights
Oxide Tailings Project
On February 5, 2024, the Company released the results of the Preliminary Prefeasibility Study (the “PSF”) prepared in accordance with National Instrument 43-101 – Standard for Disclosure for Mineral Projects with NPV US$98 million (pre-tax) and US$61 million (post-tax) at a 5% discount rate, IRR 35% (pre-tax) and 26% (post-tax), proven and probable mineral reserves of 6.70 Million tonnes at a silver and gold grade of 55 g/t and 0.47 g/t respectively, nominal processing rate over a 9-year life of mine. The completion of the study is a milestone in our 5-year growth plan to become an intermediate silver producer in Mexico.
La Preciosa Update:
On January 9, 2024, the Company announced that it had signed a long-term land-use agreement with a local community for the development of La Preciosa in Durango, Mexico. La Preciosa hosts one of the largest undeveloped primary silver resources in Mexico and is located approximately 19 kilometres from the current Avino Mine production operations. With this long-term land-use agreement in place, the Company will start planning to commence hauling of old surface stockpiles of material to our mill at the Avino Mine for processing. In addition, the Company will now begin the filing of the environmental permit for underground extraction. The La Preciosa mine represents a key pillar in Avino’s transformational growth strategy.
Consistent Production at Avino
On January 16, 2024, the Company released its fourth quarter production results. 558,460 silver equivalent ounces produced in Q4 2023. Achieved full year 2023 production results of 2.4 million silver equivalent ounces.
Avino Announced Best Drill Intercept in Company History
On July 5, 2023, the Company released the results of three holes from below Level 17, the current deepest workings at the ET area of the Avino system. Drill Hole ET-23-13 showed 44.40 metres true width of mineralization and is a step-out 50 metres to the west of Avino’s most westerly drill hole at 200 metres downdip below Level 17. This mineralized intercept is exceptionally wide and has very high silver, gold and copper grades. The vein system continues to be open along strike and at depth.
Continuing Exceptional Drill Results
On September 14, 2023, the Company released the results of four additional holes from below Level 17, the current deepest workings at the Elena Tolosa (“ET”) area of the Avino system. These latest deep step-out holes test the SW extent of the robust Avino vein, and one infill hole was drilled to confirm local continuity. This drilling follows the continuity of the steeply dipping mineralization and aids in understanding the deep source of the mineralization. The Company is looking at the potential geometry and controls of the mineralization to come up with a model. Avino has completed its planned and budgeted drilling program for the year by drilling 7,545 metres in 13 drill holes. Our geologists on site are working through the recommendations made by our consulting geologists to study the potential of the entire ore body. The 2023 results will be reviewed to determine exploration plans and budget for 2024. The drill holes hit substantial widths at grades well above our current cutoff grade on all four drill holes.
| 3 | Page |
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| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Dry Stack Tailings Facility:
The facility has been fully operational for a year. The conveyor system is installed and is currently transporting the pressed dry residues to the previously-mined Avino open pit area. A tab is now available on our website that provides further information on our tailings management system, along with a video (in Spanish) from the minesite that can be viewed. In addition, a selection of short videos of the facility in operation can be viewed under Videos and Media.
Financial Results – Three months ended December 31, 2023, compared to three months ended December 31, 2022
|
|
| 2023 |
|
| 2022 |
| ||
| Revenue from mining operations |
| $ | 12,530 |
|
| $ | 14,649 |
|
| Cost of sales |
|
| 9,969 |
|
|
| 10,393 |
|
| Mine operating income |
|
| 2,561 |
|
|
| 4,356 |
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
| General and administrative expenses |
|
| 1,621 |
|
|
| 1,687 |
|
| Share-based payments |
|
| 460 |
|
|
| 406 |
|
| Income before other items |
|
| 480 |
|
|
| 2,263 |
|
|
|
|
|
|
|
|
|
|
|
| Other items: |
|
|
|
|
|
|
|
|
| Interest and other income |
|
| 180 |
|
|
| 47 |
|
| Gain (loss) on long-term investments |
|
| (31 | ) |
|
| 400 |
|
| Fair value adjustment on warrant liability |
|
| - |
|
|
| (297 | ) |
| Unrealized foreign exchange gain (loss) |
|
| (73 | ) |
|
| 213 |
|
| Finance cost |
|
| (1 | ) |
|
| (85 | ) |
| Accretion of reclamation provision |
|
| (13 | ) |
|
| (12 | ) |
| Interest expense |
|
| (106 | ) |
|
| (33 | ) |
| Income before income taxes |
|
| 436 |
|
|
| 2,402 |
|
|
|
|
|
|
|
|
|
|
|
| Income taxes: |
|
|
|
|
|
|
|
|
| Current income tax expense |
|
| (118 | ) |
|
| (502 | ) |
| Deferred income tax recovery (expense) |
|
| 245 |
|
|
| (604 | ) |
| Income tax recovery (expense) |
|
| 127 |
|
|
| (1,106 | ) |
| Net income |
| $ | 563 |
|
| $ | 1,296 |
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
| Currency translation differences |
|
| 361 |
|
|
| (202 | ) |
| Total comprehensive income |
| $ | 819 |
|
| $ | 1,094 |
|
| Earnings per share |
|
|
|
|
|
|
|
|
| Basic |
| $ | 0.00 |
|
| $ | 0.01 |
|
| Diluted |
| $ | 0.00 |
|
| $ | 0.01 |
|
| Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| Basic |
|
| 124,714,723 |
|
|
| 118,349,090 |
|
| Diluted |
|
| 127,763,043 |
|
|
| 120,552,038 |
|
| 4 | Page |
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|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Revenues
During the three months ended December 31, 2023, the Company recognized revenues of $12.5 million on the sale of Avino Mine bulk copper/silver/gold concentrate, compared to $14.6 million revenues for Q4 2022, a decrease of $2.1 million. The decrease is a result of lower payable silver equivalent ounces sold in the current period of 584,061 ounces, compared to 736,885 ounces in Q4 2022. This is primarily as a result of mine production in areas of lower feed grade, resulting in lower recoveries and fewer ounces produced. This was partially offset by higher realized metal prices in Q4 2023 compared to Q4 2022.
Metal prices for revenues recognized during the period were $23.50 per ounce of silver, $1,994 per ounce of gold, and $8,202 per tonne of copper, compared to averages of $21.54, $1,735, and $7,982, respectively, for the fourth quarter of 2022.
Cost of Sales & Mine Operating Income
During the three months ended December 31, 2023, cost of sales was $10.0 million, compared to $10.4 million in Q4 2022, a decrease of $0.4 million. Cost of sales for Q4 2023 was in line with Q4 2022, with higher tonnes mined and lower tonnes processed in the current period comparatively. Tonnage mined and hauled to surface was 163,496 tonnes in Q4 2023, compared to 155,278 tonnes in Q4 2022, an increase of 5%. Tonnage processed in Q4 2023 was 143,798 tonnes, compared to 150,292 tonnes in Q4 2022, a decrease of 4%.
Mine operating income, after depreciation and depletion, was $2.6 million, compared to income of $4.4 million in Q4 2022. The mine operating income was lower than Q4 2022 as a result of lower sales volumes, which is a direct result of lower payable silver equivalent ounces sold in the current quarter, and as described in the “Revenues” section.
General and Administrative Expenses & Share-Based Payments
General and administrative expenses was $1.6 million, compared to $1.7 million in Q4 2022. This is in line with expectations, demonstrating another consistent quarter in managing administrative expenses. Share-based payments was $0.5 million, compared to $0.4 million in Q4 2022, consistent with prior quarter, and as a result of the vesting of previously issued options and restricted share units.
Other Items
Other Items totaled a loss of $0.3 million for the period, a change of $0.4 million compared to income of $0.1 million related to other items in Q4 2022.
Unrealized loss on long-term investment was $0.03 million, a decrease of $0.4 million compared to a gain of $0.4 million in Q4 2022. This is a direct result of fluctuations in the Company’s investment in shares of Talisker Resources, as well as the Company’s investment in shares of Silver Wolf Exploration and Endurance Gold.
Fair value adjustment on warrant liability was $Nil compared to a gain of $0.3 million in Q4 2022. The fair value adjustment on the Company’s warrant liability relates to the issuance of US dollar-denominated warrants, which are re-valued each reporting period, and the value fluctuates with changes in the US-Canadian dollar exchange rate, and in the variables used in the valuation model, such as the Company’s US share price, and expected share price volatility. All US dollar-denominated warrants expired in September 2023, thus there is no adjustment for Q4 2023.
Foreign exchange loss for the period was $0.1 million, a change of $0.3 million compared to a gain of $0.2 million in Q4 2022. Unrealized foreign exchange gains or losses result from transactions in currencies other than the Canadian dollar functional currency. During the quarter ended December 31, 2023, the Mexican peso appreciated slightly in relation to the US dollar, which resulted in an unrealized loss on the net asset position in Mexico, while in Q4 2022, the US dollar and Canadian dollar appreciated slightly resulting in an unrealized foreign exchange gain. The remaining Other Items resulted in a gain of $0.1 million, a difference of $0.3 million when compared to a loss of $0.2 million in Q4 2022.
| 5 | Page |
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| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Current and Deferred Income Taxes
Current income tax expense of $0.1 million in Q4 2023, compared to $0.5 million in income tax expense for Q4 2022, remains fairly consistent. The movement relates primarily to movements in the calculation of the Special Mining Duty tax that applies to mining profits generated in Mexico.
Deferred income tax recovery was $0.2 million, a change of $0.8 million compared to an expense of $0.6 million in Q4 2022. Deferred income tax fluctuates due to movements in taxable and deductible temporary differences related to changes in inventory, plant, equipment and mining properties, and exploration and evaluation assets, amongst other factors. The changes in current income taxes and deferred income taxes during the current and comparable periods primarily relate to movements in the tax bases and mining profits and/or losses in Mexico.
Net Income/Loss
Net income was $0.6 million for the period, or $0.00 per share, compared to a net income of $1.3 million, or $0.01 per share during Q4 2022. The changes are a result of the items noted above, which are primarily decreases in revenues, cost of sales, mine operating income and movements in the fair value adjustment of the long-term investments and unrealized foreign exchange. The remain items were consistent, showing no significant variances as noted above.
EBITDA & Adjusted Income/Loss (see “Non-IFRS Measures”)
EBITDA was $1.1 million, a decrease of $2.1 million when compared to $3.2 million for Q4 2022. The changes in EBITDA are primarily a factor of the items above, excluding any changes in depreciation and depletion, changes in interest expense and income, as well as any changes in income taxes. See Non-IFRS Measures for a reconciliation for EBITDA.
Adjusted earnings for the period was $2.0 million, a decrease of $2.0 million when compared to adjusted earnings of $4.0 million in the corresponding quarter in 2022. Changes to adjusted earnings are a result of the items noted above in EBITDA, further excluding share-based payments, gains and losses related to warrants, and movements in unrealized foreign exchange. See Non-IFRS Measures for a reconciliation for adjusted losses.
Cash Costs & All-in Sustaining Cash Costs (see “Non-IFRS Measures”)
Cash costs per silver equivalent payable ounce was $15.04, compared to $11.76 for Q4 2022. The increase in cost per ounce is a result of higher mine cost with less ounces produced and sold in Q4 2023 when compared to Q4 2022, primarily due to lower mill productivity and performance in the current quarter. The increase is also attributable to a stronger Mexican peso during the quarter, which directly impacted labour and contractor costs.
All-in sustaining cash costs per silver equivalent payable ounce was $21.67, compared to $18.63 for Q4 2022. The increase is primarily a result of items above, with no significant difference between the comparable quarter in sustaining capital and exploration costs.
See Non-IFRS Measures for a reconciliation for cash costs and all-in sustaining cash costs.
| 6 | Page |
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|
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Annual Selected information – Year ended December 31, 2023, compared to year ended December 31, 2022:
|
|
| 2023 |
|
| 2022 |
| ||
| Revenue from mining operations |
| $ | 43,889 |
|
| $ | 44,187 |
|
| Cost of sales |
|
| 36,070 |
|
|
| 29,125 |
|
| Mine operating income |
|
| 7,819 |
|
|
| 15,062 |
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
|
|
|
| General and administrative expenses |
|
| 5,620 |
|
|
| 5,156 |
|
| Share-based payments |
|
| 2,269 |
|
|
| 2,024 |
|
|
|
|
| (70 | ) |
|
| 7,882 |
|
|
|
|
|
|
|
|
|
|
|
| Other items |
|
|
|
|
|
|
|
|
| Interest and other income |
|
| 414 |
|
|
| 20 |
|
| Unrealized loss on long-term investments |
|
| (931 | ) |
|
| (2,103 | ) |
| Fair value adjustment on warrant liability |
|
| 478 |
|
|
| 2,395 |
|
| Foreign exchange gain (loss) |
|
| 110 |
|
|
| (17 | ) |
| Project evaluation expenses |
|
| - |
|
|
| (81 | ) |
| Finance cost |
|
| (81 | ) |
|
| (273 | ) |
| Accretion of reclamation provision |
|
| (49 | ) |
|
| (44 | ) |
| Interest expense |
|
| (381 | ) |
|
| (99 | ) |
| Income (loss) before income taxes |
|
| (510 | ) |
|
| 7,680 |
|
|
|
|
|
|
|
|
|
|
|
| Income taxes: |
|
|
|
|
|
|
|
|
| Current income tax recovery (expense) |
|
| 527 |
|
|
| (1,144 | ) |
| Deferred income tax recovery (expense) |
|
| 525 |
|
|
| (3,440 | ) |
| Income tax (expense) recovery |
|
| 1,052 |
|
|
| (4,584 | ) |
| Net income |
|
| 542 |
|
|
| 3,096 |
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
| Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
| Currency translation differences |
|
| 15 |
|
|
| (254 | ) |
| Total comprehensive income |
| $ | 557 |
|
| $ | 2,842 |
|
| Earnings per share |
|
|
|
|
|
|
|
|
| Basic |
| $ | 0.00 |
|
| $ | 0.03 |
|
| Diluted |
| $ | 0.00 |
|
| $ | 0.03 |
|
| Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| Basic |
|
| 121,261,696 |
|
|
| 114,372,371 |
|
| Diluted |
|
| 125,346,674 |
|
|
| 117,615,898 |
|
| 7 | Page |
|
|
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Revenues
The Company recognized revenues net of penalties, treatment costs and refining charges, of $43.9 million on the sale of Avino Mine bulk copper/silver/gold concentrate, compared to $44.2 million revenues for year ended December 31, 2022, a decrease of $0.3 million. The sales are in line with prior year as a result of higher realized metal prices in 2023, primarily for gold and silver, partially offset by lower payable silver equivalent ounces sold in the current period of 2.08 million, compared to 2.45 million in 2022. This was a result of mine production in areas of lower feed grade, resulting in lower recoveries and fewer ounces produced in the current year compared to 2022. The decrease was partially offset by higher realized metal prices for silver and gold in the current year.
Metal prices for revenues recognized during the period were $23.46 per ounce of silver, $1,953 per ounce of gold, and $8,439 per tonne of copper, compared to $21.51, $1,788, and $8,552, respectively, for the same period in 2022.
Cost of Sales & Mine Operating Income
Cost of sales was $36.1 million, compared to $29.1 million in 2022, an increase of $7.0 million. The increase in cost of sales is partially attributable to 14% higher milled tonnes during 2023 compared to 2022, as well as 24% higher mined tonnes in the same period, which resulted in higher overall overhead costs despite lower ounces sold in the current year when compared to 2022. The increase is also attributable to a stronger Mexican peso during the period, which directly impacted labour and contractor costs. The Company prides itself in operating primarily with local workers and contractors for its mining operations.
Mine operating income, after depreciation and depletion, was $7.8 million, compared to $15.1 million in 2022. The decrease in mine operating income is a result of the increased cost of sales noted above. Further, unit costs were directly impacted due to a stronger Mexican Peso, especially labour and contractor costs. These increases were partially offset by higher realized metal prices during 2023 compared to 2022, as noted above.
General and Administrative Expenses & Share-Based Payments
General and administrative expenses was $5.6 million, compared to $5.1 million during the corresponding period in 2022, with the increases coming additional professional fees incurred following the inclusion of La Preciosa into ongoing operations.
Share-based payments was $2.3 million, compared to $2.0 million for the same period in 2022, an increase of $0.3 million. The increase is a direct result of the timing of option and RSU grants, and fluctuations in share price on the date of issuance.
Other Items
Other Items totaled loss of $0.7 million for the period, a change of $0.5 million compared to $0.2 in 2022.
Unrealized loss on long-term investments was $0.9 million, a positive movement of $1.2 million compared to a loss of $2.1 million in 2022. This is a direct result of fluctuations in the Company’s investment in shares of Talisker Resources, and to a lesser extent, the Company’s investment in shares of Silver Wolf Exploration and Endurance Gold Corp.
Fair value adjustment on warrant liability was a gain of $0.5 million, a decrease to income of $1.9 million compared to a gain of $2.4 million in 2022. The fair value adjustment on the Company’s warrant liability relates to the issuance of US dollar-denominated warrants, which are re-valued each reporting period, and the value fluctuates with changes in the US-Canadian dollar exchange rate, and in the variables used in the valuation model, such as the Company’s US share price, and expected share price volatility. All US dollar-denominated warrants expired in September 2023.
| 8 | Page |
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| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Interest expense for the period was $0.4 million, a change of $0.3 million compared to an expense of $0.1 million in the comparable period of 2022. The increase in interest expense is mainly attributable to new mining equipment acquired under leases during 2023.
Foreign exchange gain for the period was $0.1 million, a change of $0.1 million compared to a loss of Nil in the comparable period of 2022. Foreign exchange gains or losses result from transactions in currencies other than the Canadian dollar functional currency. During both periods, the Canadian dollar and the US dollar depreciated in relation to the Mexican peso, resulting in a foreign exchange loss.
The remaining Other Items resulting in a loss of $0.2 million for both years ended December 31, 2023 and 2022.
Current and Deferred Income Taxes
Current income tax recovery was $0.5 million in 2023, a change of $1.6 million compared to $1.1 in income tax expense for the comparable period of 2022. The movements are a result of higher profits generated in 2022, resulting in increased income tax expense, whereas in 2023, the Company was in a recovery position as a result of less profitable mining operations in the early part of the year.
Deferred income tax recovery was $0.5 million, a change of $3.9 million compared to a tax expense of $3.4 million in 2022. Deferred income tax fluctuates due to movements in taxable and deductible temporary differences related to the special mining duty in Mexico and to changes in inventory, plant, equipment and mining properties, and exploration and evaluation assets, amongst other factors. The changes in current income taxes and deferred income taxes during the current and comparable periods primarily relate to movements in the tax bases and mining profits and/or losses in Mexico.
Net Income/Loss
Net income was $0.5 million for the period, or $0.00 per share, compared to income of $3.1 million, or $0.03 per share during comparable period of 2022. The changes are a result of the items noted above, which are primarily increases in cost of sales resulting in a decrease of mine operating income, slight increases in general and administrative expenses and share-based payments. Net income was further impacted by movements in unrealized foreign exchange, fair value adjustments on the warrant liability, and a decreased unrealized loss on investments, as noted above.
EBITDA & Adjusted Income/Loss (see “Non-IFRS Measures”)
EBITDA was $2.5 million, a decrease of $7.8 million when compared to $10.3 million for comparable period of 2022. The changes in EBITDA are primarily a factor of the items above, excluding any changes in depreciation and depletion, changes in interest expense and income, as well as any changes in income taxes. See Non-IFRS Measures for a reconciliation for EBITDA.
Adjusted earnings for the period was $4.6 million, a decrease of $5.6 million when compared to adjusted earnings of $10.2 million in the corresponding period in 2022. Changes to adjusted losses are a result of the items noted above in EBITDA, further excluding share-based payments, gains and losses related to warrants, and movements in unrealized foreign exchange. See Non-IFRS Measures for a reconciliation for adjusted earnings.
Cash Costs & All-in Sustaining Cash Costs (see “Non-IFRS Measures”)
Cash costs per silver equivalent payable ounce, excluding stand-by costs, was $15.61, compared to $10.34 for the same period in 2022. The increase in cost per ounce is partially attributable to higher milled and mined tonnes of 24% and 14%, respectively, in the year ended December 31, 2023 compared to 2022, which resulted in higher overall costs despite lower ounces sold in the current period. The increase is also attributable to a stronger Mexican peso, which directly impacted labour and contractor costs, and as outlined in the “Cost of Sales & Mine Operating Income” section.
| 9 | Page |
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|
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
All-in sustaining cash costs per silver equivalent payable ounce was $21.87, compared to $17.91 for the same period in 2022. The increase is primarily a result of the items noted above, offset by reductions in penalties, exploration expenses and sustaining capital expenditures.
See Non-IFRS Measures for a reconciliation for cash costs and all-in sustaining cash costs.
Avino Mine Production Highlights
|
| Q4 2023 | Q4 2022 | Change % | FY 2023 | FY 2022 | Change % |
| Total Mill Feed (dry tonnes) | 143,738 | 150,292 | -4% | 615,373 | 541,823 | 14% |
| Feed Grade Silver (g/t) | 56 | 70 | -20% | 54 | 62 | -13% |
| Feed Grade Gold (g/t) | 0.45 | 0.62 | -27% | 0.51 | 0.42 | 21% |
| Feed Grade Copper (%) | 0.49 | 0.53 | -7% | 0.47 | 0.61 | -23% |
| Recovery Silver (%) | 87% | 92% | -5% | 87% | 92% | -5% |
| Recovery Gold (%) | 70% | 81% | -14% | 72% | 78% | -8% |
| Recovery Copper (%) | 84% | 88% | -4% | 83% | 89% | -7% |
| Total Silver Produced (oz) | 224,723 | 309,856 | -27% | 928,643 | 985,185 | -6% |
| Total Gold Produced (oz) | 1,452 | 2,426 | -40% | 7,335 | 5,778 | 27% |
| Total Copper Produced (lbs) | 1,317,793 | 1,540,851 | -14% | 5,304,808 | 6,504,177 | -18% |
| Total Silver Equivalent Produced (oz)* | 558,460 | 770,127 | -27% | 2,415,232 | 2,655,502 | -9% |
*In Q4 2023, AgEq was calculated using metals prices of $23.50 oz Ag, $1,994 oz Au and $3.72 lb Cu. In Q4 2022, AgEq was calculated using metals prices of $21.18 oz Ag, $1,729 oz Au and $3.63 lb Cu. For YTD 2023, AgEq was calculated using metals prices of $23.46 oz Ag, $1,953 oz Au and $3.83 lb Cu. For YTD 2022, AgEq was calculated using metal prices of $21.75 oz Ag, $1,801 oz Au and $4.00 lb Cu.
Under National Instrument 43-101, the Company is required to disclose that it has not based its production decisions on NI 43-101-compliant reserve estimates, preliminary economic assessments, or feasibility studies, and historically projects without such reports have increased uncertainty and risk of economic viability. The Company's decision to place a mine into operation at levels intended by management, expand a mine, make other production-related decisions, or otherwise carry out mining and processing operations is largely based on internal non-public Company data, and on reports based on exploration and mining work by the Company and by geologists and engineers engaged by the Company. The results of this work are evident in the Company's discovery of the San Gonzalo and Avino Mine resources, and in the Company's record of mineral production and financial returns since operations at levels intended by management commenced at the San Gonzalo Mine in 2012.
Exploration
On September 14, 2023, the Company released the results of four holes from below Level 17, the current deepest workings at the ET area of the Avino system. The drill holes hit substantial widths at grades well above our current cutoff grade on all four drill holes.
Selected Intercept Highlights:
|
| · | Hole ET 23-13: 0.70 % Cu, 31 Ag g/t and 0.21 Au g/t over 44.40 metres true width | |
|
|
| o | including 1.10 % Cu, 42 Ag g/t and 0.58 Au g/t over 9.85 metres true width |
|
|
|
|
|
|
| · | Hole ET 23-10: 0.39 % Cu, 36 Ag g/t and 0.07 Au g/t over 27.15 metres true width | |
|
|
| o | including 0.47 % Cu, 59 Ag g/t g and 0.09 Au g/t over 13.2 metres true width |
| 10 | Page |
|
|
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Details are shown in the table below.
Table 1 – Summary Drill Results
| 1. | AgEq in drill results above assumes $1,850/ oz Au and $22.00 oz/ Ag, and $4.00/ lb Cu, and 100% metallurgical recovery |
| 2. | STW = Stockwork Veins, HX BX = Hanging wall Breccia |
Avino Drills Best Intercept in Company History
On July 5, 2023, the Company released the results of three holes from below Level 17, the current deepest workings at the ET area of the Avino system. Drill Hole ET-23-09 showed 57 metres true width of mineralization and is a step-out 50 metres to the west of Avino’s most westerly drill hole at 200 metres downdip below Level 17. This mineralized intercept is exceptionally wide and has very high silver, gold and copper grades. The vein system continues to be open along strike and at depth.
Selected Intercept Highlights:
|
| · | Hole ET 23-09: 296 AgEq g/t over 57 metres true width, including 407 AgEq g/t over 37 metres true width and 2,866 AgEq g/t over 3.43 metres true width (To view images of the corresponding core, please click here) |
|
| · | Hole ET 23-07: 230 AgEq g/t over 11 metres true width |
Previously, the Company reported the extension of the Avino Vein to a further 500 metres downdip below the lowest current production mining level. Drill Hole ET-23-09 shows 57 metres true width of mineralization and is a step out 50 metres to the west of Avino’s most westerly drill hole at 200 metres downdip below Level 17. This continuing exploration program is testing the continuity of the steeply dipping mineralization. Avino has enlisted world-renowned consulting geologists to contribute to the geological theory to drive understanding of the mineralization characteristics. The depth extent of at least 750 metres of known mineralization is unusual in comparison with most Mexican epithermal deposits.
| 11 | Page |
|
|
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Details are shown in the table below.
Table 1 – Summary Drill Results
| 1. | AgEq in drill results below assumes $22.00 oz/ Ag and $1,850/ oz Au and $4.00/ lb. Cu, and 100% metallurgical recovery. |
| 2. | STW = Stockwork Veins |
The Company budgeted 8,000 metres of drilling in 2023, with a focus on the area at depth below the current ET production area, and completed approximately 7,500 metres of drilling in 2023.
Additional information on the Company’s exploration and evaluation properties by region is as follows:
(a) Avino, Mexico
The Company’s subsidiary Avino Mexico owns 42 mineral claims and leases four mineral claims in the state of Durango, Mexico. The Company’s mineral claims in Mexico are divided into the following four groups:
(i) Avino Mine area property
The Avino mine area property is situated around the towns of Panuco de Coronado and San Jose de Avino and surrounding the historic Avino mine site. There are four exploration concessions covering 154.4 hectares, 24 exploitation concessions covering 1,284.7 hectares, and one leased exploitation concession covering 98.83 hectares.
(ii) Gomez Palacio/Ana Maria property
The Ana Maria property is located near the town of Gomez Palacio, and consists of nine exploration concessions covering 2,549 hectares, and is also known as the Ana Maria property.
| 12 | Page |
|
|
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
(iii) Santiago Papasquiaro property
The Santiago Papasquiaro property is located near the village of Santiago Papasquiaro, and consists of four exploration concessions covering 2,552.6 hectares and one exploitation concession covering 602.9 hectares.
(iv) Unification La Platosa properties
The Unification La Platosa properties, consisting of three leased concessions in addition to the leased concession described in note (i) above, are situated within the Avino mine area property near the towns of Panuco de Coronado and San Jose de Avino and surrounding the Avino Mine.
(b) La Preciosa, Mexico
On March 21, 2022, the Company completed the acquisition of the La Preciosa property from Coeur Mining Inc.
La Preciosa consists of 15 exploration concessions totaling 6,011 hectares located in Durango, Mexico, within the municipalities of Panuco de Coronado and Canatlan. The property is located within 20 kilometres of the Company’s current Avino mining operations.
(c) British Columbia & Yukon, Canada
Eagle Property - Yukon
The Company has a 100% interest in 14 quartz leases located in the Mayo Mining Division of Yukon, Canada, which collectively comprise the Eagle property.
During the year ended December 31, 2023, the Company sold to a subsidiary of Hecla Mining Company (“Hecla”) the Eagle Property for cash consideration of C$250.
Minto and Olympic-Kelvin properties – British Columbia
On May 2, 2022, the Company granted Endurance Gold Corporation the right to acquire an option to earn 100% ownership of the former Minto Gold Mine, Olympic and Kelvin gold prospects contained within a parcel of crown grant and mineral claims (the “Olympic Claims”).
As of December 31, 2023, Endurance was in compliance with all terms of the Option agreement. See Note 8 of the consolidated financial statements for further details.
Qualified Person(s)
Peter Latta, P.Eng, MBA, Vice President, Technical Services, Avino, is a qualified person within the context of National Instrument 43-101, and has reviewed and approved the technical data in this document.
| 13 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Non – IFRS Measures
EBITDA and Adjusted earnings
Earnings, or loss, before interest, taxes and amortization (“EBITDA”) is a non IFRS financial measure which excludes the following items from net earnings:
|
| · | Income tax expense |
|
| · | Finance cost |
|
| · | Amortization and depletion |
Adjusted earnings excludes the following additional items from EBITDA
|
| · | Share based compensation; |
|
| · | Non-operational items including foreign exchange movements, fair value adjustments on outstanding warrants and other non-recurring items |
Management believes EBITDA and adjusted earnings provides an indication of continuing capacity to generate operating cash flow to fund capital needs, service debt obligations and fund capital expenditures. These measures are intended to provide additional information to investors and analysts. There are not standardized definitions under IFRS and should not be considered in isolation or as a substitute for measures of operating performance prepared in accordance with IFRS.
Adjusted earnings excludes share-based payments, and non-operating or recurring items such as foreign exchange gains and losses and fair value adjustments on outstanding warrants. Under IFRS, entities must reflect within compensation expense the cost of share-based payments. In the Company’s circumstances, share-based compensation can involve significant amounts that will not be settled in cash but are settled by issuance of shares in exchange. The Company discloses adjusted earnings to aid in understanding the results of the Company.
The following table provides a reconciliation of net earnings in the financial statements to EBITDA and adjusted earnings:
| Expressed in 000’s of US$, unless otherwise noted |
| Q4 2023 |
|
| Q4 2022 |
|
| FY 2023 |
|
| FY 2022 |
| ||||
| Net income for the period |
| $ | 563 |
|
| $ | 1,296 |
|
| $ | 542 |
|
| $ | 3,096 |
|
| Depreciation and depletion |
|
| 744 |
|
|
| 628 |
|
|
| 2,919 |
|
|
| 2,186 |
|
| Interest income and other |
|
| (180 | ) |
|
| 47 |
|
|
| (414 | ) |
|
| (20 | ) |
| Interest expense |
|
| 106 |
|
|
| 33 |
|
|
| 381 |
|
|
| 99 |
|
| Finance cost |
|
| 1 |
|
|
| 85 |
|
|
| 81 |
|
|
| 273 |
|
| Accretion of reclamation provision |
|
| 13 |
|
|
| 12 |
|
|
| 49 |
|
|
| 44 |
|
| Current income tax expense |
|
| 118 |
|
|
| 502 |
|
|
| (527 | ) |
|
| 1,144 |
|
| Deferred income tax (recovery) expense |
|
| (245 | ) |
|
| 604 |
|
|
| (525 | ) |
|
| 3,440 |
|
| EBITDA |
| $ | 1,120 |
|
| $ | 3,207 |
|
| $ | 2,506 |
|
| $ | 10,262 |
|
| Fair value adjustment on warrant liability |
|
| 1 |
|
|
| 297 |
|
|
| (478 | ) |
|
| (2,395 | ) |
| Share-based payments |
|
| 460 |
|
|
| 406 |
|
|
| 2,269 |
|
|
| 2,024 |
|
| Write down of equipment |
|
| 319 |
|
|
| 330 |
|
|
| 414 |
|
|
| 330 |
|
| Foreign exchange loss (gain) |
|
| 72 |
|
|
| (214 | ) |
|
| (110 | ) |
|
| 17 |
|
| Adjusted earnings |
| $ | 1,972 |
|
| $ | 4,026 |
|
| $ | 4,601 |
|
| $ | 10,238 |
|
| Shares outstanding (diluted) |
|
| 127,763,043 |
|
|
| 120,097,423 |
|
|
| 125,346,674 |
|
|
| 117,615,898 |
|
| Adjusted earnings per share |
| $ | 0.02 |
|
| $ | 0.03 |
|
| $ | 0.04 |
|
| $ | 0.08 |
|
| 14 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Cash Cost and All-in Sustaining Cash Cost per Silver Equivalent Payable Ounce
The following tables provide a reconciliation of cost of sales from the consolidated financial statements to cash cost and all-in sustaining cash cost per silver equivalent payable ounce sold. In each table, “silver equivalent payable ounces sold” consists of the sum of payable silver ounces, gold ounces and copper tonnes sold, before penalties, treatment charges, and refining charges, multiplied by the ratio of the average spot gold and copper prices for the corresponding period.
Cash cost per payable ounce and all-in sustaining cash cost per payable ounce are measures developed by mining companies in an effort to provide a comparable standard. However, there can be no assurance that our reporting of these non-IFRS measures is similar to that reported by other mining companies. Total cash cost per payable ounce and all-in sustaining cash cost per payable ounce are measures used by the Company to manage and evaluate operating performance of the Company’s mining operations, and are widely reported in the silver and gold mining industry as benchmarks for performance, but do not have standardized meanings prescribed by IFRS as issued by the IASB, and are disclosed in addition to IFRS measures.
Cash cost per payable ounce
Management believes that the Company’s ability to control the cash cost per payable silver equivalent ounce is one of its key performance drivers impacting both the Company’s financial condition and results of operations. Achieving a low silver equivalent production cost base allows the Company to remain profitable from mining operations even during times of low commodity prices, and provides more flexibility in responding to changing market conditions. In addition, a profitable operation results in the generation of positive cash flows, which then improve the Company’s financial condition.
The Company’s calculation of all-in sustaining cash costs includes sustaining capital expenditures of $1,041 for the year ended December 31, 2023 (December 31, 2022 - $3,473) and all of which is attributable to the Avino Mine.
To facilitate a better understanding of these measures as calculated by the Company, detailed reconciliations between the non-IFRS measures and the Company’s consolidated financial statements are provided below. The non-IFRS measures presented are intended to provide additional information, and should not be considered in isolation nor should they be considered substitutes for IFRS measures. Calculated figures may not add up accurately due to rounding.
| 15 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
The following table reconciles cost of sales to cash cost per payable AgEq oz and all-in sustaining cash cost per payable AgEq oz for the preceding quarters:
| Expressed in 000’s of US$, unless otherwise noted |
| Avino – Consolidated |
| |||||||||||||||||||||||||||||
|
|
| Q4 2023 |
|
| Q3 2023 |
|
| Q2 2023 |
|
| Q1 2023 |
|
| Q4 2022 |
|
| Q3 2022 |
|
| Q2 2022 |
|
| Q1 2022 |
| ||||||||
| Cost of sales |
| $ | 9,969 |
|
| $ | 9,952 |
|
| $ | 8,175 |
|
| $ | 7,974 |
|
| $ | 10,293 |
|
| $ | 7,058 |
|
| $ | 5,468 |
|
| $ | 6,306 |
|
| Exploration expenses |
|
| (148 | ) |
|
| (41 | ) |
|
| (27 | ) |
|
| (95 | ) |
|
| (472 | ) |
|
| (336 | ) |
|
| (305 | ) |
|
| (296 | ) |
| Write down of equipment and supplies and materials inventory |
|
| (319 | ) |
|
| (4 | ) |
|
| (91 | ) |
|
| - |
|
|
| (330 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
| Depletion and depreciation |
|
| (717 | ) |
|
| (720 | ) |
|
| (677 | ) |
|
| (670 | ) |
|
| (592 | ) |
|
| (514 | ) |
|
| (481 | ) |
|
| (459 | ) |
| Cash production cost |
|
| 8,785 |
|
|
| 9,187 |
|
|
| 7,380 |
|
|
| 7,209 |
|
|
| 8,899 |
|
|
| 6,208 |
|
|
| 4,682 |
|
|
| 5,551 |
|
| Payable silver equivalent ounces sold |
|
| 584,061 |
|
|
| 543,686 |
|
|
| 452,011 |
|
|
| 506,727 |
|
|
| 756,536 |
|
|
| 603,360 |
|
|
| 594,700 |
|
|
| 495,109 |
|
| Cash cost per silver equivalent ounce |
| $ | 15.04 |
|
| $ | 16.90 |
|
| $ | 16.33 |
|
| $ | 14.22 |
|
| $ | 11.76 |
|
| $ | 10.29 |
|
| $ | 7.87 |
|
| $ | 11.21 |
|
| General and administrative expenses |
|
| 2,080 |
|
|
| 1,907 |
|
|
| 2,338 |
|
|
| 1,524 |
|
|
| 2,094 |
|
|
| 1,553 |
|
|
| 2,218 |
|
|
| 1,316 |
|
| Treatment & refining charges |
|
| 978 |
|
|
| 1,001 |
|
|
| 651 |
|
|
| 709 |
|
|
| 784 |
|
|
| 568 |
|
|
| 700 |
|
|
| 766 |
|
| Penalties |
|
| 834 |
|
|
| 535 |
|
|
| 634 |
|
|
| 898 |
|
|
| 1,649 |
|
|
| 1,705 |
|
|
| 897 |
|
|
| 1,578 |
|
| Sustaining capital expenditures |
|
| 318 |
|
|
| 289 |
|
|
| 270 |
|
|
| 164 |
|
|
| 639 |
|
|
| 672 |
|
|
| 1,586 |
|
|
| 576 |
|
| Exploration expenses |
|
| 148 |
|
|
| 41 |
|
|
| 27 |
|
|
| 95 |
|
|
| 472 |
|
|
| 336 |
|
|
| 305 |
|
|
| 296 |
|
| Share-based payments and G&A depreciation |
|
| (487 | ) |
|
| (665 | ) |
|
| (878 | ) |
|
| (374 | ) |
|
| (442 | ) |
|
| (591 | ) |
|
| (899 | ) |
|
| (230 | ) |
| Cash operating cost |
| $ | 12,655 |
|
| $ | 12,335 |
|
| $ | 10,422 |
|
| $ | 10,223 |
|
| $ | 14,095 |
|
| $ | 10,451 |
|
| $ | 9,489 |
|
| $ | 9,853 |
|
| AISC per silver equivalent ounce |
| $ | 21.67 |
|
| $ | 22.69 |
|
| $ | 23.06 |
|
| $ | 20.17 |
|
| $ | 18.63 |
|
| $ | 17.32 |
|
| $ | 15.95 |
|
| $ | 19.90 |
|
The following table reconciles cash cost per AgEq oz production cost to all-in sustaining cash cost per AgEq oz for the year ended December 31, 2023, and 2022:
| Expressed in 000’s of US$, unless otherwise noted |
| Avino - Consolidated |
| |||||
|
|
| FY 2023 |
|
| FY 2022 |
| ||
| Cost of sales |
| $ | 36,070 |
|
| $ | 29,125 |
|
| Exploration expenses |
|
| (311 | ) |
|
| (1,410 | ) |
| Write down of equipment and supplies and materials inventory |
|
| (414 | ) |
|
| (330 | ) |
| Depletion and depreciation |
|
| (2,784 | ) |
|
| (2,046 | ) |
| Cash production cost |
|
| 32,561 |
|
|
| 25,339 |
|
| Payable silver equivalent ounces sold |
|
| 2,086,485 |
|
|
| 2,449,704 |
|
| Cash cost per silver equivalent ounce |
| $ | 15.61 |
|
| $ | 10.34 |
|
| General and administrative expenses |
|
| 7,889 |
|
|
| 7,180 |
|
| Treatment & refining charges |
|
| 3,339 |
|
|
| 2,817 |
|
| Penalties |
|
| 2,900 |
|
|
| 5,828 |
|
| Sustaining capital expenditures |
|
| 1,041 |
|
|
| 3,473 |
|
| Exploration expenses |
|
| 311 |
|
|
| 1,410 |
|
| Share-based payments and G&A depreciation |
|
| (2,404 | ) |
|
| (2,164 | ) |
| Cash operating cost |
| $ | 48,637 |
|
| $ | 43,883 |
|
| AISC per silver equivalent ounce |
| $ | 21.87 |
|
| $ | 17.91 |
|
| 16 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Working Capital
Management uses working capital to assessment the Company’s ongoing liquidity position and future requirements, and believe it provides useful information to an investor. The Company’s working capital position is as follows:
|
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
| Current assets |
| $ | 23,535 |
|
| $ | 25,585 |
|
| Current liabilities |
|
| (13,808 | ) |
|
| (16,764 | ) |
| Working capital |
| $ | 9,727 |
|
| $ | 8,821 |
|
Results of Operations
Summary of Quarterly Results
| (000’s) |
| 2023 |
|
| 2023 |
|
| 2023 |
|
| 2022 |
|
| 2022 |
|
| 2022 |
|
| 2022 |
|
| 2022 |
| ||||||||
| Quarter ended |
| Dec 31 Q4 |
|
| Sep 30 Q3 |
|
| Jun 30 Q2 |
|
| Mar 31 Q1 |
|
| Dec 31 Q4 |
|
| Sep 30 Q3 |
|
| Jun 30 Q2 |
|
| Mar 31 Q1 |
| ||||||||
| Revenue |
| $ | 12,530 |
|
| $ | 12,316 |
|
| $ | 9,218 |
|
| $ | 9,825 |
|
| $ | 14,649 |
|
| $ | 9,118 |
|
| $ | 9,370 |
|
| $ | 11,050 |
|
| Net income (loss) |
|
| 563 |
|
|
| (803 | ) |
|
| 1,134 |
|
|
| (352 | ) |
|
| 1,296 |
|
|
| (1,129 | ) |
|
| 2,283 |
|
|
| 646 |
|
| Earnings (loss) per share - basic |
| $ | 0.00 |
|
| $ | (0.01 | ) |
| $ | 0.01 |
|
| $ | 0.00 |
|
| $ | 0.01 |
|
| $ | (0.01 | ) |
| $ | 0.02 |
|
| $ | 0.01 |
|
| Earnings (loss) per share - diluted |
| $ | 0.00 |
|
| $ | (0.01 | ) |
| $ | 0.01 |
|
| $ | 0.00 |
|
| $ | 0.01 |
|
| $ | (0.01 | ) |
| $ | 0.02 |
|
| $ | 0.01 |
|
| Total Assets |
| $ | 128,340 |
|
| $ | 123,493 |
|
| $ | 120,469 |
|
| $ | 118,606 |
|
| $ | 121,196 |
|
| $ | 118,404 |
|
| $ | 118,092 |
|
| $ | 114,507 |
|
During Q4 2023, revenue increased compared to the comparable 2023 quarters, as a result of higher realized silver and gold metal prices and slightly higher silver equivalent ounces sold. When compared to Q4 2022, revenues were lower due to lower ounces sold. The increased revenues and ounces sold in Q4 2022 were due to better than expected grades in mining production and recoveries in the mill process, thus resulting in higher overall ounces sold.
Net income and earnings/loss per share in Q4 2023 was positive primarily due to improved operating margins compared to Q3 2023. When compared to Q4 2022, net income decreased, primarily due to the stronger operating margins realized in Q4 2022, as described above. For further details see “Financial Results” section.
Total assets have increased overall when compared to previous quarters, as result of the acquisition of La Preciosa as well as operating and financing cash flow generation, and capital investment in the operation.
Quarterly results will fluctuate with changes in revenues, cost of sales, general and administrative expenses, including non-cash items such as share-based payments, and other items including foreign exchange and deferred income taxes these fluctuations are mainly caused by market conditions such as fluctuations in metal prices, currency fluctuations as well as variations in mineralization of the zones mined.
| 17 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Discussion and analysis relating to the Company’s financial position, as well as movements in cash flow, is as follows:
Selected Annual Information - Statement of Financial Position
| (000’s) |
| December 31, 2023 |
|
| December 31, 2022 |
|
| December 31, 2021 |
| |||
| Cash |
| $ | 2,688 |
|
| $ | 11,245 |
|
| $ | 24,765 |
|
| Total current assets |
|
| 23,535 |
|
|
| 25,585 |
|
|
| 35,478 |
|
| Total assets |
|
| 128,340 |
|
|
| 121,196 |
|
|
| 86,278 |
|
| Total current liabilities |
|
| 13,808 |
|
|
| 16,764 |
|
|
| 3,843 |
|
| Total liabilities |
|
| 22,339 |
|
|
| 23,175 |
|
|
| 7,771 |
|
| Share capital |
|
| 151,688 |
|
|
| 145,515 |
|
|
| 129,953 |
|
| Accumulated deficit |
|
| (51,423 | ) |
|
| (52,096 | ) |
|
| (55,953 | ) |
| Total equity |
|
| 106,001 |
|
|
| 98,021 |
|
|
| 78,507 |
|
Cash and current assets have decreased year over year, as a result of the acquisition of La Preciosa in 2022, as well as capital re-investment into mining operations at Avino and exploration expenditures. As a result of these capital acquisitions, total assets have increased year over year.
Total current liabilities decreased in 2023 compared to 2022 as a result of the repayment of the $5 million note payable arising from the La Preciosa acquisition that closed during 2022, as well as reductions in taxes payable and the expiration of the warrants associated with the warrant liability. The decrease was partially offset by an increase in accounts payable and accrued liabilities and the current portion of finance lease obligations.
Current and total liabilities had increased in 2022 from 2021 as a result of the addition of the aforementioned $5 million note payable, as well as increases to accounts payable as the Company ramped up production mining activities during 2022.
Share capital and total equity increased year over year as a result of shares issued as partial consideration for the La Preciosa transaction in 2022 upon closing, as well as At The Market (“ATM”) share issuances for capital expansion purposes.
Accumulated deficit has decreased year over year as a result of profitable operations in both 2023 and 2022. Further details are available on operations in the “Financial Results” sections.
Cash Flow
| (000’s) |
| December 31, 2023 |
|
| December 31, 2022 |
| ||
| Cash generated by operating activities |
| $ | 1,488 |
|
| $ | 11,831 |
|
| Cash generated by (used in) financing activities |
|
| 3,488 |
|
|
| (1,149 | ) |
| Cash used in investing activities |
|
| (13,531 | ) |
|
| (24,101 | ) |
| Change in cash |
|
| (8,555 | ) |
|
| (13,419 | ) |
| Effect of exchange rate changes on cash |
|
| (2 | ) |
|
| (101 | ) |
| Cash, beginning of period |
|
| 11,245 |
|
|
| 24,765 |
|
| Cash, end of period |
| $ | 2,688 |
|
| $ | 11,245 |
|
| 18 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Operating Activities
Cash generated by operating activities for the year ended December 31, 2023, was $1.5 million, a decrease of $10.3 million compared to $11.8 million for the year ended December 31, 2022. Cash movements from operating activities can fluctuate with changes in net income and working capital movements. In 2023, cash generated from operating activities decreased by $10.3 million primarily due to lower mine operating income as a result of higher levels of production activities (mining and milling) with limited increase in sales volumes during the quarter and an increase in operating costs resulting from the strengthening of the Mexican Peso compared to the US dollar. Other movements are primarily a result of working capital changes between the two periods.
Financing Activities
Cash provided by financing activities was $3.5 million for year ended December 31, 2023, compared to $1.1 million used for the year ended December 31, 2022. The movement is a result of proceeds from shares issued on the ATM, partially offset by higher payments of lease and equipment loan. During the year ended December 31, 2023, the Company received net proceeds from issuance of shares for cash of $5.2 million (December 31, 2022 – $0.03 million). The Company also made finance lease and equipment loan payments totalling $1.7 million (December 31, 2022 - $1.2 million).
Investing Activities
Cash used in investing activities for the year ended December 31, 2023, was $13.5 million compared to $24.1 million for the year ended December 31, 2022. Cash used in investing activities included $8.5 million (December 31, 2022 - $9.0 million) spent on the acquisition of property and equipment and exploration expenditures, as well as $5.0 million related to the repayment of the promissory note associated with the acquisition of La Preciosa during the year ended December 31, 2023, compared to $15.1 million in the upfront payments in the year ended December 31, 2022.
Liquidity and Capital Resources
The Company’s ability to generate sufficient amounts of cash, in both the short term and the long term, to maintain existing capacity and to fund ongoing exploration, is dependent upon the discovery of economically recoverable reserves or resources and the ability of the Company to continue with sustainable and profitable mining operations.
Management expects that the Company’s ongoing liquidity requirements will be funded from cash generated from current operations and from further financing, as required, in order to fund ongoing exploration activities, and meet its objectives, including ongoing advancement at the Avino Mine. The Company continues to evaluate financing opportunities to advance its projects. The Company’s ability to secure adequate financing is, in part, dependent on overall market conditions, the prices of silver, gold, and copper, and other factors.
| 19 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
The Company’s recent financing activities are summarized in the table below.
| Intended Use of Proceeds | Actual Use of Proceeds |
| During 2023, the Company received net proceeds of $5.2 million in connection with a brokered at-the-market offering issued under prospectus supplements.
| As of the date of this MD&A, the Company has used the funds as intended.
During 2023, all funds were used for exploration and evaluation activities, the acquisition of property and equipment, and the repayments of capital equipment acquired under lease and loan.
|
| During 2021, the Company received net proceeds of $18.1 million in connection with a brokered at-the-market offering issued under prospectus supplements, $0.8 million in connection with warrants exercised and $0.2 million in connection with stock options exercised.
| As of the date of this MD&A, the Company has used the funds as intended. During 2021, the Company announced an increase to its exploration from 12,000 to 30,600 metres of exploration and resource drilling. As of the date of this MD&A, over 20,000 metres of the program had been completed.
In supporting mining operations in Mexico, the Company acquired La Preciosa for net cash consideration of $15.4 million. During 2022, the remaining $3.7 million was used for exploration and evaluation activities, the acquisition of property and equipment, the repayment of capital equipment acquired under lease and loan.
|
| During 2020, the Company received net proceeds of $4.7 million in connection with a brokered at-the-market offering issued under prospectus supplements and $3.7 million in connection with warrants exercised.
| As of the date of this MD&A, the Company had used the funds as intended. There has been no impact on the ability of the Company to achieve its business objectives and milestones.
|
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Transactions with Related Parties
All related party transactions are recorded at the exchange amount which is the amount agreed to by the Company and the related party.
(a) Key management personnel
The Company has identified its directors and certain senior officers as its key management personnel. The compensation costs for key management personnel for the years ended December 31, 2023 and 2022 is as follows:
|
|
| 2023 |
|
| 2022 |
| ||
| Salaries, benefits, and consulting fees |
| $ | 1,184 |
|
| $ | 1,228 |
|
| Share-based payments |
|
| 1,782 |
|
|
| 1,566 |
|
|
|
| $ | 2,966 |
|
| $ | 2,794 |
|
(b) Amounts due to/(from) related parties
In the normal course of operations the Company transacts with companies related to Avino’s directors or officers. All amounts payable and receivable are non-interest bearing, unsecured and due on demand.
| 20 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
The following table summarizes the amounts were due to/(from) related parties:
|
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
| Oniva International Services Corp. |
| $ | 102 |
|
| $ | 100 |
|
| Silver Wolf Exploration Ltd. |
|
| (269 | ) |
|
| (72 | ) |
|
|
| $ | (167 | ) |
| $ | 28 |
|
For services provided to the Company as President and Chief Executive Officer, the Company pays Intermark Capital Corporation (“ICC”), a company controlled by David Wolfin, the Company’s President and CEO and also a director, for consulting services. For the year ended December 31, 2023, the Company paid $285 (December 31, 2022 - $326) to ICC.
(c) Other related party transactions
The Company has a cost sharing agreement with Oniva International Services Corp. (“Oniva”) for office and administration services. Pursuant to the cost sharing agreement, the Company will reimburse Oniva for the Company’s percentage of overhead and corporate expenses and for out-of-pocket expenses incurred on behalf of the Company, with a 2.5% markup. David Wolfin, President & CEO, and a director of the Company, is the sole owner of Oniva. The cost sharing agreement may be terminated with one-month notice by either party without penalty.
The transactions with Oniva during the year ended December 31, 2023 and 2022, are summarized below:
|
|
| 2023 |
|
| 2022 |
| ||
| Salaries and benefits |
| $ | 953 |
|
| $ | 878 |
|
| Office and miscellaneous |
|
| 482 |
|
|
| 461 |
|
|
|
| $ | 1,435 |
|
| $ | 1,339 |
|
Financial Instruments and Risks
The fair values of the Company’s amounts due to related parties and accounts payable approximate their carrying values because of the short-term nature of these instruments. Cash, amounts receivable, long-term investments, and warrant liability are recorded at fair value. The carrying amounts of the Company’s equipment loans, and finance lease obligations are a reasonable approximation of their fair values based on current market rates for similar financial instruments.
The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, and market risk.
(a) Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company has exposure to credit risk through its cash, long-term investments and amounts receivable. The Company manages credit risk, in respect of cash and short-term investments, by maintaining the majority of cash and short-term investments at highly rated financial institutions.
| 21 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
The Company is exposed to a significant concentration of credit risk with respect to its trade accounts receivable balance because all of its concentrate sales are with three (December 31, 2022 – two) counterparties. However, the Company has not recorded any allowance against its trade receivables because to-date all balances owed have been settled in full when due (typically within 60 days of submission) and because of the nature of the counterparties.
The Company’s maximum exposure to credit risk at the end of any period is equal to the carrying amount of these financial assets as recorded in the unaudited condensed consolidated interim statement of financial position. At December 31, 2023, no amounts were held as collateral.
(b) Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows required by its operating, investing and financing activities. The Company had cash at December 31, 2023, in the amount of $2,688 and working capital of $9,727 in order to meet short-term business requirements. Accounts payable have contractual maturities of approximately 30 to 90 days, or are due on demand and are subject to normal trade terms. The current portions of note payable and finance lease obligations are due within 12 months of the condensed consolidated interim statement of financial position date. Amounts due to related parties are without stated terms of interest or repayment.
The maturity profiles of the Company’s contractual obligations and commitments as at December 31, 2023, are summarized as follows:
|
|
| Total |
|
| Less Than 1 Year |
|
| 1-5 years |
|
| More Than 5 Years |
| ||||
| Accounts payable and accrued liabilities |
| $ | 11,867 |
|
| $ | 11,867 |
|
| $ | - |
|
| $ | - |
|
| Minimum rental and lease payments |
|
| 5,920 |
|
|
| 714 |
|
|
| 1,241 |
|
|
| 3,965 |
|
| Equipment loans |
|
| 405 |
|
|
| 188 |
|
|
| 217 |
|
|
| - |
|
| Finance lease obligations |
|
| 3,361 |
|
|
| 1,830 |
|
|
| 1,531 |
|
|
| - |
|
| Total |
| $ | 21,553 |
|
| $ | 14,599 |
|
| $ | 2,989 |
|
| $ | 3,965 |
|
(c) Market Risk
Market risk consists of interest rate risk, foreign currency risk and price risk. These are discussed further below.
Interest Rate Risk
Interest rate risk consists of two components:
(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.
In management’s opinion, the Company is not materially exposed to interest rate risk, as any material debt obligations that bear interest are fixed and not subject to floating interest rates. A 10% change in the interest rate would not a result in a material impact on the Company’s operations.
| 22 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that the following monetary assets and liabilities are denominated in Mexican pesos and Canadian dollars:
|
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||||||||||
|
|
| MXN |
|
| CDN |
|
| MXN |
|
| CDN |
| ||||
| Cash |
| $ | 13,338 |
|
| $ | 70 |
|
| $ | 4,097 |
|
| $ | 250 |
|
| Due from related parties |
|
| 4,558 |
|
|
| - |
|
|
| 1,402 |
|
|
| - |
|
| Long-term investments |
|
| - |
|
|
| 1,164 |
|
|
| - |
|
|
| 2,365 |
|
| Reclamation bonds |
|
| - |
|
|
| 6 |
|
|
| - |
|
|
| 4 |
|
| Amounts receivable |
|
| 18,644 |
|
|
| 26 |
|
|
| - |
|
|
| 34 |
|
| Accounts payable and accrued liabilities |
|
| (95,662 | ) |
|
| (150 | ) |
|
| (85,486 | ) |
|
| (108 | ) |
| Due to related parties |
|
| - |
|
|
| (135 | ) |
|
| - |
|
|
| (135 | ) |
| Finance lease obligations |
|
| (1,129 | ) |
|
| (217 | ) |
|
| (161 | ) |
|
| (343 | ) |
| Net exposure |
|
| (60,251 | ) |
|
| 764 |
|
|
| (80,148 | ) |
|
| 2,067 |
|
| US dollar equivalent |
| $ | (3,567 | ) |
| $ | 577 |
|
| $ | (4,136 | ) |
| $ | 1,526 |
|
Based on the net US dollar denominated asset and liability exposures as at December 31, 2023, a 10% fluctuation in the US/Mexican and Canadian/US exchange rates would impact the Company’s earnings for the year ended December 31, 2023, by approximately $304 (year ended December 31, 2022 - $275). The Company has not entered into any foreign currency contracts to mitigate this risk.
Price Risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk.
The Company is exposed to price risk with respect to its amounts receivable, as certain trade accounts receivable are recorded based on provisional terms that are subsequently adjusted according to quoted metal prices at the date of final settlement. Quoted metal prices are affected by numerous factors beyond the Company’s control and are subject to volatility, and the Company does not employ hedging strategies to limit its exposure to price risk. At December 31, 2023, based on outstanding accounts receivable that were subject to pricing adjustments, a 10% change in metals prices would have an impact on net earnings (loss) of approximately $134 (December 31, 2022 - $65).
The Company is exposed to price risk with respect to its long-term investments, as these investments are carried at fair value based on quoted market prices. Changes in market prices result in gains or losses being recognized in net income (loss). At December 31, 2023, a 10% change in market prices would have an impact on net earnings (loss) of approximately $86 (December 31, 2022 - $175).
The Company’s profitability and ability to raise capital to fund exploration, evaluation and production activities is subject to risks associated with fluctuations in mineral prices. Management closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
| 23 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
(d) Classification of Financial Instruments
The following table sets forth the Company’s financial assets and financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as at December 31, 2023:
|
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||
| Financial assets |
|
|
|
|
|
|
|
|
| |||
| Cash |
| $ | 2,688 |
|
| $ | - |
|
| $ | - |
|
| Amounts receivable |
|
| - |
|
|
| 3,303 |
|
|
| - |
|
| Long-term investments |
|
| 934 |
|
|
| - |
|
|
| - |
|
| Total financial assets |
| $ | 3,622 |
|
| $ | 3,303 |
|
| $ | - |
|
The following table sets forth the Company’s financial assets and financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as at December 31, 2022:
|
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||
| Financial assets |
|
|
|
|
|
|
|
|
| |||
| Cash |
| $ | 11,245 |
|
| $ | - |
|
| $ | - |
|
| Amounts receivable |
|
| - |
|
|
| 2,672 |
|
|
| - |
|
| Long-term investments |
|
| 1,746 |
|
|
| - |
|
|
| - |
|
| Total financial assets |
| $ | 12,991 |
|
| $ | 2,672 |
|
| $ | - |
|
| Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant liability |
|
| - |
|
|
| - |
|
|
| (475 | ) |
| Total financial liabilities |
| $ | - |
|
| $ | - |
|
| $ | (475 | ) |
The Company uses Black-Scholes model to measure its Level 3 financial instruments. As at December 31, 2023, the Company’s has no Level 3 financial instruments (December 31, 2022 – consisted of the warrant liability).
Commitments
The Company has a cost sharing agreement to reimburse Oniva for a percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on Oniva’s total overhead and corporate expenses. The agreement may be terminated with one-month notice by either party. Transactions and balances with Oniva are disclosed in Note 12 of the consolidated financial statements.
The Company and its subsidiaries have various operating lease agreements for their office premises, use of land, and equipment. Commitments in respect of these lease agreements are as follows:
|
|
| December 31, 2023 |
|
| December 31, 2022 |
| ||
| Not later than one year |
| $ | 714 |
|
| $ | 105 |
|
| Later than one year and not later than five years |
|
| 1,241 |
|
|
| 347 |
|
| Later than five years |
|
| 3,965 |
|
|
| 398 |
|
|
|
| $ | 5,920 |
|
| $ | 850 |
|
Office lease payments recognized as an expense during the year ended December 31, 2023, totalled $29 (December 31, 2022 - $18).
| 24 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Subsequent Events
At-The-Market Sales – Subsequent to December 31, 2023, the Company issued 1,886,248 common shares in at-the-market offerings under prospectus supplement for gross proceeds of $900.
Outstanding Share Data
The Company’s authorized share capital consists of an unlimited number of common shares without par value.
As at March 20, 2024 the following common shares, warrants, and stock options were outstanding:
|
|
| Number of shares |
|
| Exercise price |
|
| Remaining life (years) |
| |||
| Share capital |
|
| 130,325,696 |
|
|
| - |
|
|
| - |
|
| Restricted Share Units (“RSUs”) |
|
| 2,994,709 |
|
|
| - |
|
| 1.01 – 2.02 |
| |
| Stock options |
|
| 6,476,000 |
|
| C$0.79 - C$1.64 |
|
| 0.42 – 4.31 |
| ||
| Fully diluted |
|
| 139,796,405 |
|
|
|
|
|
|
|
|
|
The following are details of outstanding stock options as at December 31, 2023 and March 20, 2024:
| Expiry Date | Exercise Price Per Share | Number of Shares Remaining Subject to Options (December 31, 2023) | Number of Shares Remaining Subject to Options (March 20, 2024) |
| August 21, 2024 | C$0.79 | 126,000 | 126,000 |
| August 4, 2025 | C$1.64 | 1,660,000 | 1,620,000 |
| March 25, 2027 | C$1.20 | 2,330,000 | 2,255,000 |
| May 4, 2027 | C$0.92 | 25,000 | 25,000 |
| March 29, 2028 | C$1.12 | 2,375,000 | 2,300,000 |
| July 10, 2028 | C$1.12 | 150,000 | 150,000 |
| Total: |
| 6,666,000 | 6,476,000 |
The following are details of outstanding RSUs as at December 31, 2023 and March 20, 2024:
| Expiry Date | Number of Shares Remaining Subject to RSUs (December 31, 2023) | Number of Shares Remaining Subject to RSUs (March 20, 2024) |
| March 25, 2025 | 1,162,265 | 1,162,265 |
| March 29, 2026 | 1,832,444 | 1,832,444 |
| Total: | 2,994,709 | 2,994,709 |
| 25 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Recent Accounting Pronouncements
New and amended IFRS that are effective for the current year:
In the current year, the Company has applied the below amendments to IFRS Standards and Interpretations issued by the IASB that were effective for annual periods that begin on or after January 1, 2023. These standards did not have a material impact on the Company’s disclosures or on the amounts in the current reporting periods.
Amendments to IAS 1 – Presentation of Financial Statements and IFRS Practice Statement 2 Making Material Judgments – Disclosure of Accounting Policies
The amendments change the requirements in IAS 1 with regards to disclosure of accounting policies. The amendments replace all instances of the term “significant accounting policies” with “material accounting policy information.” Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonable by expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.
The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events, or conditions, is immaterial and not required to be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events, or conditions, even of the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events, or conditions, is itself material. The IASB has also developed guidance and examples to explain and demonstrate the application of the “four-step materiality process” described in IFRS Practice Statement 2.
The amendments were applied effective January 1, 2023, and did not have a material impact on the Company’s interim consolidated financial statements.
Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting Estimates
The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty.”
The definition of a change in accounting estimates was deleted; however, the IASB retained the concept of changes in accounting estimates in the Standard with the following clarifications:
| · | A change in accounting estimate that results from new information or new developments is not a correct of an error |
| · | The effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors |
The amendments were applied effective January 1, 2023, and did not have a material impact on the Company’s interim consolidated financial statements.
Amendments to IAS 12 – Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction
The amendments clarify that companies are required to recognize deferred taxes on transactions where both assets and liabilities are recognized, such as with leases and decommissioning liabilities. The amendments were applied effective January 1, 2023, and did not have a material impact on the Company’s interim consolidated financial statements.
| 26 | Page |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Future Changes in Accounting Policies Not Yet Effective as at December 31, 2023:
Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards are not expected to have a material impact on the Company in the current or future reporting periods.
Amendments to IAS 1 – Classification of Liabilities as Current or Non-Current with Covenants
The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current.
In addition, the amendment requires entities to disclose information to enable users of the financial statements to understand the risk that non-current liabilities with covenants could become repayable within twelve months. The amendments are applied on or after the first annual reporting period beginning on or after January 1, 2024, with early application permitted. The amendment is not expected to have a material impact on the Company’s consolidated financial statements.
Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback
The amendments require a seller/lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of the gain or loss that relates to the right of use it retains. The new requirements do not prevent a seller/lessee from recognizing in profit or loss any gain or loss relating to the partial or full termination of a lease. A seller-lessee applies the amendments retrospectively in accordance with IAS 8 Accounting Policies, Change in Accounting Estimates and Errors to sale or leaseback transactions entered into after the date of initial application.
The amendments are applied on or after the first annual reporting period beginning on or after January 1, 2024, with early application permitted. The amendment is not expected to have a material impact on the Company’s consolidated financial statements.
Disclosure Controls and Procedures
Management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures on financial reporting (as defined in NI 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings and as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and has concluded that, based on its evaluation, that the Company’s disclosure controls and procedures were effective as of December 31, 2023.
Management’s Report on Internal Control over Financial Reporting (“ICFR”)
The management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting. Internal controls over financial reporting is a process to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with IFRS as issued by the IASB. Internal controls over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of the assets of the Company; providing reasonable assurance that transactions are recorded as necessary for preparation of the Company’s consolidated financial statements in accordance with IFRS as issued by the IASB; providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and providing reasonable assurance that unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements would be prevented or detected on a timely basis.
Management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the Company’s internal controls over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (‘COSO’). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded that as of December 31, 2023, the Company’s internal controls over financial reporting, as defined in NI 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings and as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) were effective as of December 31, 2023.
The consolidated financial statements as at December 31, 2023, and for the years ended December 31, 2023 and 2022, have been audited by Deloitte LLP, an independent registered public accounting firm, and its attestation report on management's assessment of the Company’s internal control over financial reporting as of December 31, 2023 appearing immediately preceding the Company’s audited consolidated financial statements.
Our management and the Board of Directors do not expect that our disclosure controls and procedures or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable (not absolute) assurance that the control system’s objectives will be met. Further, the design, maintenance and testing of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control gaps and instances of fraud have been detected. These inherent limitations include the reality that judgment in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design, maintenance and testing of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any control system may not succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, other than the changes described below.
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| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Remediation
In early 2023, the Company implemented a remediation plan to address the material weakness described in the management’s discussion and analysis for the year ended December 31, 2022. The material weakness is considered remediated when the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. The remediation of the material weakness has been completed prior to the end of the year ended December 31, 2023.
The Company identified and remediated efforts to improve the effectiveness of our internal control over financial reporting. The Company implemented a more formal process for the analysis and review of the proper application of IFRS accounting for non-routine transactions, as well as instituting additional diligence procedures in reviewing non-routine transactions.
Cautionary Note regarding Reserves and Resources
National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), issued by the Canadian Securities Administrators, lays out the standards of disclosure for mineral projects. This includes a requirement that a certified Qualified Person (“QP”) (as defined under the NI 43-101) supervises the preparation of the mineral reserves and mineral resources. Peter Latta, Vice President, Technical Services is a certified QP for the Company and has reviewed this MD&A for QP technical disclosures. All NI 43-101 technical reports can be found on the Company’s website at www.avino.com or under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Cautionary Note to United States Investors Concerning Estimates of Mineral Reserves and Resources
This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws applicable to U.S. companies. Information concerning our mineral properties has been prepared in accordance with the requirements of Canadian securities laws, which differ in respects from the requirements of the United States Securities and Exchange Commission (the “SEC”) applicable to domestic United States issuers. Accordingly, the disclosure in this MD&A regarding our mineral properties may not be comparable to the disclosure of United States issuers subject to the SEC’s mining disclosure requirements.
Additional Information
Additional information on the Company, including the Company’s Annual Information Form and the Company’s audited consolidated financial statements for the year ended December 31, 2023, is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.avino.com.
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| MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2023 |
Cautionary Statement
| This MD&A is based on a review of the Company’s operations, financial position and plans for the future based on facts and circumstances as of March 20, 2024. Except for historical information or statements of fact relating to the Company, this document contains “forward-looking statements” within the meaning of applicable Canadian securities regulations. Forward-looking statements in this document include, but are not limited to, those regarding the economic outlook for the mining industry, expectations regarding metals prices, expectations regarding production output, production costs, cash costs and other operating results, expectations regarding growth prospects and the outlook for the Company’s operations, and statements regarding the Company’s liquidity, capital resources, and capital expenditures. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company’s documents filed from time to time via SEDAR+ with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and we do not undertake any obligation to update forward-looking statements should conditions or our estimates or opinions change, except as required by applicable securities regulations. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Material linked to the Company’s website within this MD&A is not deemed to be incorporated by reference nor form a part of this MD&A. |
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EXHIBIT 99.5
CERTIFICATION
I, David Wolfin, certify that:
| 1. | I have reviewed this annual report on Form 40-F of Avino Silver & Gold Mines, Ltd. (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: March 28, 2024
|
| /s/ David Wolfin |
|
|
| David Wolfin |
|
|
| President, Chief Executive Officer and Director | |
|
| (Principal Executive Officer) |
EXHIBIT 99.6
CERTIFICATION
I, Nathan Harte, certify that:
| 1. | I have reviewed this annual report on Form 40-F of Avino Silver & Gold Mines, Ltd. (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: March 28, 2024
|
| /s/ Nathan Harte |
|
|
| Nathan Harte |
|
|
| Chief Financial Officer | |
|
| (Principal Financial Officer) | |
EXHIBIT 99.7
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF
TITLE 18, UNITED STATES CODE)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), the undersigned officer of Avino Silver & Gold Mines, Ltd. (the “Company”), does hereby certify with respect to the Annual Report of the Company on Form 40-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “Form 40-F”) that, to the best of his knowledge:
| (1) | the Form 40-F fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 28, 2024
|
| /s/ David Wolfin |
|
|
| David Wolfin |
|
|
| President, Chief Executive Officer and Director | |
|
| (Principal Executive Officer) | |
EXHIBIT 99.8
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF
TITLE 18, UNITED STATES CODE)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), the undersigned officer of Avino Silver & Gold Mines, Ltd. (the “Company”), does hereby certify with respect to the Annual Report of the Company on Form 40-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “Form 40-F”) that, to the best of his knowledge:
| (1) | the Form 40-F fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 28, 2024
|
| /s/ Nathan Harte |
|
|
| Nathan Harte |
|
|
| Chief Financial Officer | |
|
| (Principal Financial Officer) | |
EXHIBIT 99.10
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement No. 333-270315 on Form F-10 and to the use of our reports dated March 20, 2024, relating to the financial statements of Avino Silver & Gold Mines Ltd. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting appearing in this Annual Report on Form 40-F for the year ended December 31, 2023.
/s/ Deloitte LLP
Chartered Professional Accountants
Vancouver, Canada
March 28, 2024
EXHIBIT 99.11
CONSENT OF TETRA TECH CANADA INC.
We hereby consent to the use of our name contained in the technical report entitled Oxide Tailings Project Prefeasibility Study for the Avino Property, Durango, Mexico, NI 43-101 Technical Report dated February 5, 2024, in the Company’s annual report on Form 40-F for the fiscal year ended December 31, 2023, and in the Company's Registration Statement on Form F-10 (SEC File No.: 333-270315).
|
| TETRA TECH CANADA INC. | ||
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|
|
|
|
| Dated: March 28, 2024 | By: | /s/ Hassan Ghaffari, P.Eng. | |
|
|
| Hassan Ghaffari, P.Eng. |
|
EXHIBIT 99.12
CONSENT OF TETRA TECH CANADA INC.
We hereby consent to the use of our name contained in the technical report entitled Oxide Tailings Project Prefeasibility Study for the Avino Property, Durango, Mexico, NI 43-101 Technical Report dated February 5, 2024, in the Company’s annual report on Form 40-F for the fiscal year ended December 31, 2023, and in the Company's Registration Statement on Form F-10 (SEC File No.: 333-270315).
|
| TETRA TECH CANADA INC. | ||
|
|
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|
|
| Dated: March 28, 2024 | By: | /s/ Jianhui (John) Huang | |
|
|
| Jianhui (John) Huang, P.Eng, PH.D. |
|
EXHIBIT 99.13
CONSENT OF TETRA TECH CANADA INC.
We hereby consent to the use of our name contained in the technical report entitled Oxide Tailings Project Prefeasibility Study for the Avino Property, Durango, Mexico, NI 43-101 Technical Report dated February 5, 2024, in the Company’s annual report on Form 40-F for the fiscal year ended December 31, 2023, and in the Company's Registration Statement on Form F-10 (SEC File No.: 333-270315).
|
| TETRA TECH CANADA INC. | ||
|
|
|
|
|
| Dated: March 28, 2024 | By: | /s/ Junjie (Jay) Li | |
|
|
| Junjie (Jay) Li, P Eng. |
|
EXHIBIT 99.14
CONSENT OF RED PENNANT GEOSCIENCE LTD.
We hereby consent to the use of our name contained in the technical report entitled Oxide Tailings Project Prefeasibility Study for the Avino Property, Durango, Mexico, NI 43-101 Technical Report dated February 5, 2024, in the Company’s annual report on Form 40-F for the fiscal year ended December 31, 2023, and in the Company's Registration Statement on Form F-10 (SEC File No.: 333-270315).
|
| Red Pennant Geoscience Ltd. | ||
|
|
|
|
|
| Dated: March 28, 2024 | By: | /s/ Michael O’Brien | |
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|
| Michael O’Brien, P. Geo | |