Further to their joint news release dated
Summary Terms of the Arrangement
Under the terms of the Arrangement, on the effective date of the Arrangement the shareholders of Bralorne will receive 0.14 of an Avino common share for each Bralorne common share held by such shareholder (the "Share Exchange Ratio"), and all of the issued and unexercised stock options of Bralorne will be cancelled. Bralorne will as a result become a wholly-owned subsidiary of Avino. Avino previously held 179,149 common shares of Bralorne and recently purchased 9,500,000 common shares of Bralorne from a third party, and therefore already owns 9,679,149 common shares of Bralorne, representing approximately 34% of Bralorne's outstanding common shares. Avino is Bralorne's largest shareholder and will vote in favour of the Arrangement.
The Share Exchange Ratio represents a 25.2% offer premium to Bralorne shareholders based on the closing prices of Avino and Bralorne on the
With the acceptance of the
The Arrangement has been reviewed by the independent special committees of both Avino and Bralorne, and was approved unanimously by the independent directors of both Bralorne and Avino. The directors and officers of Bralorne have also entered into voting support agreements with Avino under which they have agreed to vote their Bralorne shares (if any) and options in favour of the Arrangement representing approximately 5.31% of the shares and 75% of the options entitled to vote at the Bralorne annual general and special meeting, currently scheduled to be held on
The special committee and Board of Directors of Bralorne have received a fairness opinion from Bruce McKnight Minerals Advisor that the Avino share consideration is fair, from a financial perspective, to the shareholders of Bralorne. The Board of Directors of Bralorne unanimously recommends to the shareholders to vote in support of the Arrangement.
The special committee and Board of Directors of Avino has also received a fairness opinion from
The acquisition of Bralorne by Avino is expected to be completed by way of a court approved plan of arrangement in
The Arrangement provides for customary deal protection mechanisms, including non-solicitation and right to match, in favour of Avino. Pending completion of the Arrangement, Bralorne will not issue any debt, equity or equity like securities without the prior written consent of Avino.
The closing of the Transaction will be subject to completion of several conditions, including:
-- There shall have been no change, condition, event or occurrence which has or is reasonably likely to have a material adverse effect on Bralorne; -- The Transaction and plan of arrangement will be subject to approval by the shareholders and option holders of Bralorne voting as a single class, at an annual general and special meeting of shareholders; and -- Receipt of all necessary approvals to the Arrangement, including from the
TSX Venture Exchange, and the approval of the Supreme Court of British Columbiaafter a hearing upon the fairness of the Arrangement.
No assurance can be given at this time that the proposed Arrangement will be completed, that the conditions to closing will be satisfied or that the terms of the Arrangement will not change materially from those described in this news release.
Bralorne security holders and Avino shareholders and all other interested parties are advised to read the proxy materials relating to the proposed Arrangement that will be filed by Bralorne with securities regulatory authorities in
This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell the shares or a solicitation of a proxy.
Bralorne is a Canadian junior mining and exploration company, whose current project is a 100% interest in the Bralorne Gold Mine, BC. The Bralorne mining camp has a history of past production of 4 million ounces of gold from three mines (Bralorne, Pioneer and King) that fed two mills with a combined capacity of 875 tons per day with gold grades that averaged half an ounce per ton until 1971. Historically, the focus was on mining high grade material delineated by driving drifts on the veins at successively lower levels in the mines. Minimal exploration work was conducted beyond the known veins, and the areas between the historical mines were left undeveloped. Under Bralorne's management, and supervision of
In 2011, Bralorne began limited production at 100 tons per day and has sustained the operation since that time. Despite the limited production, the mine property is still considered in the exploration and evaluation stage. During fiscal year 2013, Bralorne produced an estimated 3,842 ounces of gold.
For more information, please feel free to visit Bralorne's website at: www.bralorne.com.
Founded in 1968, Avino's mission is to create shareholder value through profitable organic growth at the historic Avino property near
The securities of Avino referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within
On Behalf of Avino's Board On Behalf of Bralorne's Board "Malcolm Davidson" "William Kocken" ---------------------------------------------------------------------------- Malcolm Davidson, CA
William KockenChief Financial Officer Chief Executive Officer
Safe Harbor Statement - This news release may contain "forward-looking information" and "forward-looking statements" (together, the "forward looking statements") within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995, including our belief as to the extent and timing of various studies and exploration results, the potential tonnage, grades and content of deposits, timing and establishment and extent of resources estimates. These forward-looking statements are made as of the date of this news release and the dates of technical reports, as applicable. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated in or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. While we have based these forward-looking statements on our expectations about future events as at the date that such statements were prepared, the statements are not a guarantee that such future events will occur and are subject to risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements.
Such factors and assumptions include, among others, the effects of general economic conditions, the price of gold, silver and copper, changing foreign exchange rates and actions by government authorities, uncertainties associated with legal proceedings and negotiations and misjudgments in the course of preparing forward-looking information. In addition, there are known and unknown risk factors which could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Known risk factors include risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain of our officers, directors or promoters of with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the our common share price and volume; tax consequences to U.S. investors; and other risks and uncertainties. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. We are under no obligation to update or alter any forward-looking statements except as required under applicable securities laws.
Cautionary Note to
FOR FURTHER INFORMATION PLEASE CONTACT:
Bralorne Gold Mines Ltd. William KockenChief Executive Officer 604.682.3701 604.682.3600 (FAX) email@example.com Avino Silver & Gold Mines Ltd.Malcolm Davidson, CA Chief Financial Officer 604.682.3701 604.682.3600 (FAX) firstname.lastname@example.org Source: Avino Silver & Gold Mines Ltd.