UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
      UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
August, 2014
 
Commission File Number: 0-9266
 
AVINO SILVER & GOLD MINES LTD.
 
Suite 900, 570 Granville Street, Vancouver, BC V6C 3P1
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. þ  Form 20-F  o Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
 
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  o No þ
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
 
 
 
 
 
SUBMITTED HEREWITH
 
Exhibits:
 
99.1
First Amendment to Arrangement Agreement dated July 31, 2014
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  AVINO SILVER & GOLD MINES LTD.  
 
(Registrant)
 
     
Date: August 29, 2014
By:
/s/ Dorothy Chin  
    Dorothy Chin,  
   
Corporate Secretary
 
 
 
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EXHIBIT 99.1
 
FIRST AMENDING AGREEMENT TO ARRANGEMENT AGREEMENT
 
THIS FIRST AMENDING AGREEMENT made as of the 25 t h   day of August, 2014.
 
BETWEEN:
 
AV I NO   S I L VER   &   GOLD   M I NES   LTD . , a company incorporated under the laws of the Province of British Columbia

(“ Avin o ”)
 
AND:
 
BRA L O RN E   GO L D   M INES   LTD. , a company incorporated under the laws of the Province of British Columbia
 
(“ Bralorn e ”)

WHEREAS the parties have entered into an arrangement agreement dated July 31, 2014 (the “Arrangement Agreement”) for a corporate arrangement under the Business   Corporations   Act (British Columbia) (the “Arrangement”), including a plan of arrangement (the “Plan of Arrangement”), as more particularly set out in Schedule A thereto;

AND WHEREAS since the date of execution of the Arrangement Agreement, the parties have had further discussions concerning the structure of the Arrangement;

AND WHEREAS the parties hereto now wish to make certain amendments to their agreements with regard to the Arrangement and the Plan of Arrangement;

NOW THEREFORE THIS FIRST AMENDING AGREEMENT WITNESSES that, in consideration of the premises and the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:

1.1 The Arrangement Amendments

The Arrangement Agreement and Plan of Arrangement are hereby amended as follows:

(a) The definition of “Arrangement Agreement” in section 1.1(a) of the Plan of Arrangement is hereby amended to include the words “, as amended August 25, 2014” to read as follows:

“ Arrang e m e nt   Agr e em e nt ” means the arrangement agreement dated as of July 31, 2014, as amended August 25, 2014 to which this Plan of Arrangement is attached as Schedule A” and

 
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(b) The definition of “Bralorne Shares” in section 1.1(j) of the Plan of Arrangement is hereby amended to delete the words “excluding the common shares of Bralorne held by Avino” to read as follows:

“ Bralorne   Shares ” means the issued and outstanding common shares in the capital of Bralorne on the Effective Date;” and

(c) Subsection 3.2(c)(ii) of the Plan of Arrangement which states “all of the Bralorne Shares held by Avino will be cancelled without any repayment of capital in respect of those shares” is deleted and Subsections 3.2(c)(iii) and 3.2(c)(iv) are renumbered as Subsections 3.2(c)(ii) and 3.2(c)(iii), respectively, such that Subsection 3.2(c) reads as follows:
 
(c) without limiting the generality of Subsection 3.2(a) above, (i) the separate legal existence of Bralorne will continue; (ii) Bralorne will become the wholly-owned subsidiary of Avino; and (iii) the property and liabilities of Bralorne will remain the property and liabilities of Bralorne;

2.1 Ratification

Except as expressly amended hereby, all other terms and conditions of the Arrangement Agreement and the Plan of Arrangement remain unaltered, and the Arrangement Agreement and Plan of Arrangement are ratified, confirmed and approved.

3.1 Governing Law

This First Amending Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

4.1 Counterparts

This First Amending Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as one of the date first written.
 
 
AVINO SILVER & GOLD MINES LTD.  
     
By:
/s/ Malcolm Davidson  
 
Malcolm Davidson, CFO
 
 

BRALORNE GOLD MINES LTD.  
     
By:
/s/ Dr. Matt Ball  
 
Dr. Matt Ball, President & COO
 
 
 
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