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

  

November, 2020

  

Commission File Number: 001-35254

 

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. x Form 20-F ☐ 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): ☐

 

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): ☐

 

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 ☐   No ☒

 

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

Condensed Consolidated Interim Financial Statements for the nine months ended September 30, 2020 and 2019

99.2

Management Discussion and Analysis

99.3

CEO Certification

99.4

CFO Certification

 

 

2

 

 

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: November 9, 2020

By:

/s/ Dorothy Chin

Dorothy Chin

Corporate Secretary

 

 

3

EXHIBIT 99.1

 

 

     

 AVINO SILVER & GOLD MINES LTD.

 

 

Condensed Consolidated Interim Financial Statements

 

For the nine months ended September 30, 2020 and 2019

 

 

 

 

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

   

The condensed consolidated interim financial statements of Avino Silver & Gold Mines Ltd. (the “Company”) are the responsibility of the Company’s management. The condensed consolidated interim 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 condensed consolidated interim financial statements prior to their submission to the Board of Directors for approval.

 

The condensed consolidated interim financial statements as at September 30, 2020, and for the periods ended September 30, 2020 and 2019, have not been audited by the Company’s independent auditors.

 

“David Wolfin”

 

“Nathan Harte”

 

 

 

David Wolfin

 

Nathan Harte, CPA

President & CEO

 

Chief Financial Officer

November 9, 2020

 

November 9, 2020

  

 

 

  

AVINO SILVER & GOLD MINES LTD.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in thousands of US dollars)

   

 

 

Note

 

 

September 30,

2020

(unaudited)

 

 

December 31,

2019

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

$ 12,493

 

 

$ 9,625

 

Amounts receivable

 

 

 

 

 

1,044

 

 

 

1,477

 

Taxes recoverable

 

4

 

 

 

6,404

 

 

 

5,483

 

Prepaid expenses and other assets

 

 

 

 

 

 

775

 

 

 

594

 

Inventory

 

5

 

 

 

2,223

 

 

 

5,592

 

Total current assets

 

 

 

 

 

 

22,939

 

 

 

22,771

 

Exploration and evaluation assets

 

7

 

 

 

10,010

 

 

 

9,827

 

Plant, equipment and mining properties

 

9

 

 

 

34,758

 

 

 

35,658

 

Long-term investments

 

6

 

 

 

3,927

 

 

 

4,311

 

Other assets

 

 

 

 

 

 

4

 

 

 

4

 

Total assets

 

 

 

 

 

$ 71,638

 

 

$ 72,571

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

 

 

 

$ 2,182

 

 

$ 4,907

 

Amounts due to related parties

 

10(b)

 

 

147

 

 

 

156

 

Taxes payable

 

 

 

 

 

 

4

 

 

 

46

 

Current portion of term facility

 

11

 

 

 

3,355

 

 

 

3,384

 

Current portion of equipment loans

 

 

 

 

 

 

127

 

 

 

199

 

Current portion of finance lease obligations

 

 

 

 

 

 

265

 

 

 

692

 

Other liabilities

 

 

 

 

 

 

-

 

 

 

178

 

Total current liabilities

 

 

 

 

 

 

6,080

 

 

 

9,562

 

Term facility

 

11

 

 

 

-

 

 

 

2,513

 

Equipment loans

 

 

 

 

 

 

-

 

 

 

90

 

Finance lease obligations

 

 

 

 

 

 

284

 

 

 

442

 

Warrant liability

 

12

 

 

 

1,550

 

 

 

1,579

 

Reclamation provision

 

13

 

 

 

1,350

 

 

 

1,524

 

Deferred income tax liabilities

 

 

 

 

 

 

2,451

 

 

 

2,938

 

Total liabilities

 

 

 

 

 

 

11,715

 

 

 

18,648

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

14

 

 

 

108,304

 

 

 

96,396

 

Equity reserves

 

 

 

 

 

 

9,239

 

 

 

9,391

 

Treasury shares (14,180 shares, at cost)

 

 

 

 

 

 

(97 )

 

 

(97 )

Accumulated other comprehensive loss

 

 

 

 

 

 

(4,655 )

 

 

(4,563 )

Accumulated deficit

 

 

 

 

 

 

(52,868 )

 

 

(47,204 )

Total equity

 

 

 

 

 

 

59,923

 

 

 

53,923

 

Total liabilities and equity

 

 

 

 

 

$ 71,638

 

 

$ 72,571

 

   

Commitments – Note 17

 

Subsequent Event – Note 21

   

Approved by the Board of Directors on November 9, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gary Robertson

 

Director   David Wolfin  

 

Director

 

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements

 

 
- 2 -

 

  

AVINO SILVER & GOLD MINES LTD.

Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss)

(Expressed in thousands of US dollars, except per share amounts - Unaudited)

 

 

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

Note

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenue from mining operations

 

15

 

 

$ 2,659

 

 

$ 6,796

 

 

$ 14,615

 

 

$ 21,320

 

Cost of sales

 

15

 

 

 

2,848

 

 

 

6,973

 

 

 

13,174

 

 

 

21,145

 

Mine operating income (loss)

 

 

 

 

 

 

(189 )

 

 

(177 )

 

 

1,441

 

 

 

175

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

16

 

 

 

693

 

 

 

770

 

 

 

2,063

 

 

 

2,242

 

Share-based payments

 

14

 

 

 

692

 

 

 

230

 

 

 

1,062

 

 

 

643

 

Loss before other items

 

 

 

 

 

 

(1,574 )

 

 

(1,177 )

 

 

(1,684 )

 

 

(2,710 )

Other items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

 

 

 

 

8

 

 

 

150

 

 

 

232

 

 

 

385

 

Gain (loss) on long-term investments

 

 

 

 

 

 

(1,231 )

 

 

16

 

 

 

(181 )

 

 

17

 

Fair value adjustment on warrant liability

 

12

 

 

 

1,136

 

 

 

(230 )

 

 

(13 )

 

 

346

 

Realized loss on exercise of warrants

 

 

 

 

 

 

(2,708 )

 

 

-

 

 

 

(2,708 )

 

 

-

 

Foreign exchange loss

 

 

 

 

 

 

(446 )

 

 

(706 )

 

 

(1,701 )

 

 

(562 )

Finance costs

 

 

 

 

 

 

(41 )

 

 

(6 )

 

 

(175 )

 

 

(2 )

Accretion of reclamation provision

 

13

 

 

 

(26 )

 

 

(25 )

 

 

(75 )

 

 

(78 )

Interest expense

 

 

 

 

 

 

(4 )

 

 

(13 )

 

 

(22 )

 

 

(53 )

Loss from continuing operations before income taxes

 

 

 

 

 

 

(4,886 )

 

 

(1,991 )

 

 

(6,327 )

 

 

(2,657 )

Income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current income tax expense

 

 

 

 

 

 

(28 )

 

 

(63 )

 

 

(90 )

 

 

(246 )

Deferred income tax recovery

 

 

 

 

 

 

327

 

 

 

509

 

 

 

487

 

 

 

694

 

Income tax recovery (expense)

 

 

 

 

 

 

299

 

 

 

446

 

 

 

397

 

 

 

448

 

Net loss from continuing operations

 

 

 

 

 

 

(4,587 )

 

 

(1,545 )

 

 

(5,930 )

 

 

(2,209 )

Loss from discontinued operations and on disposal

 

3

 

 

 

(2 )

 

 

(97 )

 

 

(167 )

 

 

(209 )

Net loss

 

 

 

 

 

 

(4,589 )

 

 

(1,642 )

 

 

(6,097 )

 

 

(2,418 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that may be reclassified subsequently to income or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency translation differences

 

 

 

 

 

 

455

 

 

 

(318 )

 

 

(92 )

 

 

857

 

Total comprehensive loss

 

 

 

 

 

$ (4,134 )

 

$ (1,960 )

 

$ (6,189 )

 

$ (1,561 )

Loss per share from continuing operations

 

14(e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic & diluted

 

 

 

 

 

$ (0.05 )

 

$ (0.02 )

 

$ (0.07 )

 

$ (0.03 )

Loss per share

 

14(e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic & diluted

 

 

 

 

 

$ (0.05 )

 

$ (0.02 )

 

$ (0.08 )

 

$ (0.04 )

Weighted average number of common shares outstanding

 

14(e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic & Diluted

 

 

 

 

 

 

87,093,054

 

 

 

73,428,820

 

 

 

81,027,129

 

 

 

67,743,695

 

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements

 

 
- 3 -

 

 

AVINO SILVER & GOLD MINES LTD.

Condensed Consolidated Interim Statements of Changes in Equity

(Expressed in thousands of US dollars - Unaudited)

   

 

 

Note

 

 

Number of Common Shares

 

 

Share

Capital Amount

 

 

Equity Reserves

 

 

Treasury Shares

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

Accumulated Deficit

 

 

Total

Equity

 

Balance, January 1, 2019

 

 

 

 

 

63,337,769

 

 

$ 88,045

 

 

$ 9,849

 

 

$ (97 )

 

$ (6,124 )

 

$ (16,505 )

 

$ 75,168

 

Common shares issued for cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brokered public offerings

 

14

 

 

 

7,735,360

 

 

 

4,877

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,877

 

Less: Issuance costs

 

14

 

 

 

-

 

 

 

(476 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(476 )

At the market issuances

 

14

 

 

 

4,954,000

 

 

 

2,924

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,924

 

Less: Issuance costs

 

14

 

 

 

-

 

 

 

(112 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(112 )

Options cancelled or expired

 

 

 

 

 

 

-

 

 

 

-

 

 

 

(739 )

 

 

-

 

 

 

-

 

 

 

739

 

 

 

-

 

Carrying value of RSUs exercised

 

 

 

 

 

 

565,259

 

 

 

835

 

 

 

(835 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Fair value of warrants issued

 

 

 

 

 

 

-

 

 

 

-

 

 

 

116

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

116

 

Share-based payments

 

14

 

 

 

-

 

 

 

-

 

 

 

729

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

729

 

Net loss for the period

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,418 )

 

 

(2,418 )

Currency translation differences

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

857

 

 

 

-

 

 

 

857

 

Balance, September 30, 2019

 

 

 

 

 

 

76,592,388

 

 

$ 96,093

 

 

$ 9,120

 

 

$ (97 )

 

$ (5,267 )

 

$ (18,184 )

 

$ 81,665

 

Balance, January 1, 2020

 

 

 

 

 

 

76,592,388

 

 

$ 96,396

 

 

$ 9,391

 

 

$ (97 )

 

$ (4,563 )

 

$ (47,204 )

 

$ 53,923

 

Common shares issued for cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At the market issuances

 

14

 

 

 

6,730,054

 

 

 

4,940

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,940

 

Exercise of warrants

 

14

 

 

 

4,659,194

 

 

 

6,528

 

 

 

(116 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,412

 

Exercise of options

 

14

 

 

 

48,000

 

 

 

44

 

 

 

(15 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

29

 

Common shares issued for services

 

14

 

 

 

675,145

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Issuance costs

 

14

 

 

 

-

 

 

 

(254 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(254 )

Options cancelled or expired

 

 

 

 

 

 

-

 

 

 

-

 

 

 

(433 )

 

 

-

 

 

 

-

 

 

 

433

 

 

 

-

 

Carrying value of RSUs exercised

 

 

 

 

 

 

863,901

 

 

 

650

 

 

 

(650 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Share-based payments

 

14

 

 

 

-

 

 

 

-

 

 

 

1,062

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,062

 

Net loss for the period

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,097 )

 

 

(6,097 )

Currency translation differences

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(92 )

 

 

-

 

 

 

(92 )

Balance, September 30, 2020

 

 

 

 

 

 

89,568,682

 

 

$ 108,304

 

 

$ 9,239

 

 

$ (97 )

 

$ (4,655 )

 

$ (52,868 )

 

$ 59,923

 

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements

 

 
- 4 -

 

 

AVINO SILVER & GOLD MINES LTD.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in thousands of US dollars - Unaudited)

 

 

 

 

 

 

Nine months ended September 30,

 

 

 

Note

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

Cash generated by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

$ (6,097 )

 

$ (2,418 )

Adjustments for non-cash items:

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax recovery

 

 

 

 

 

(487 )

 

 

(694 )

Depreciation and depletion

 

 

 

 

 

1,779

 

 

 

2,029

 

Inventory net realizable adjustment

 

 

 

 

 

-

 

 

 

387

 

Accretion of reclamation provision

 

 

 

 

 

75

 

 

 

250

 

Unrealized (gain) loss on investments

 

 

 

 

 

181

 

 

 

(17 )

Foreign exchange loss

 

 

 

 

 

528

 

 

 

581

 

Unwinding of fair value adjustment

 

 

 

 

 

(42 )

 

 

(153 )

Fair value adjustment on warrant liability

 

 

 

 

 

13

 

 

 

(346 )

Realized loss on exercise of warrants

 

 

 

 

 

2,708

 

 

 

-

 

Share-based payments

 

 

 

 

 

1,062

 

 

 

643

 

 

 

 

 

 

 

(280 )

 

 

262

 

Net change in non-cash working capital items

 

18

 

 

 

(953 )

 

 

382

 

 

 

 

 

 

 

 

(1,233 )

 

 

644

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Shares and units issued for cash, net of issuance costs

 

 

 

 

 

 

4,686

 

 

 

7,329

 

Proceeds from option exercise

 

 

 

 

 

 

29

 

 

 

-

 

Proceeds from warrant exercise

 

 

 

 

 

 

3,705

 

 

 

-

 

Term facility payments

 

 

 

 

 

 

(2,500 )

 

 

-

 

Finance lease payments

 

 

 

 

 

 

(596 )

 

 

(643 )

Equipment loan payments

 

 

 

 

 

 

(163 )

 

 

(434 )

 

 

 

 

 

 

 

5,161

 

 

 

6,252

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Exploration and evaluation expenditures

 

 

 

 

 

 

(180 )

 

 

(4,715 )

Additions to plant, equipment and mining properties

 

 

 

 

 

 

(889 )

 

 

(2,553 )

Proceeds from sale of long-term investments

 

 

 

 

 

 

1,255

 

 

 

-

 

Purchase of long-term investments

 

 

 

 

 

 

(1,177 )

 

 

-

 

Redemption of reclamation bonds

 

 

 

 

 

 

-

 

 

 

87

 

 

 

 

 

 

 

 

(991 )

 

 

(7,181 )

Change in cash

 

 

 

 

 

 

2,937

 

 

 

(285 )

Effect of exchange rate changes on cash

 

 

 

 

 

 

(69 )

 

 

(86 )

Cash, Beginning

 

 

 

 

 

 

9,625

 

 

 

3,252

 

Cash, Ending

 

 

 

 

 

$ 12,493

 

 

$ 2,881

 

 

Supplementary Cash Flow Information (Note 18)

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements

 

 
- 5 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(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 and the United States, and trades on the Toronto Stock Exchange (“TSX”), the NYSE American, and the Frankfurt and Berlin Stock Exchanges.

 

 

 

 

The Company owns interests in mineral properties located in Durango, Mexico, as well as in British Columbia and Yukon, Canada. On October 1, 2012, the Company commenced production of silver and gold at levels intended by management at its San Gonzalo Mine, and on July 1, 2015, the Company commenced production of copper, silver, and gold at levels intended by management at its Avino Mine; both mines are located on the historic Avino property in the state of Durango, Mexico.

 

 

 

2.

BASIS OF PRESENTATION

 

 

 

 

Statement of Compliance

 

 

 

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 – Interim Financial Reporting under International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). These condensed consolidated interim financial statements follow the same accounting policies and methods of application as the most recent annual consolidated financial statements of the Company. These condensed consolidated interim financial statements do not contain all of the information required for full annual financial statements. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s December 31, 2019, annual consolidated financial statements, which were prepared in accordance with IFRS as issued by the IASB.

 

 

 

 

These unaudited condensed consolidated interim 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 condensed consolidated interim 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 condensed consolidated interim financial statements as if the policies have always been in effect.

 

 

 

 

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 unaudited condensed consolidated interim 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.

 

 

 

 

The critical judgments and estimates applied in the preparation of the Company’s unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2020, are consistent with those applied and disclosed in Note 2 to the Company’s audited consolidated financial statements for the year ended December 31, 2019.

  

 
- 6 -

 

   

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

    

 

Basis of Consolidation

 

 

 

 

The condensed consolidated interim financial statements include the accounts of the Company and its Canadian and Mexican subsidiaries as follows:

   

Subsidiary

 

Ownership Interest

 

 

Jurisdiction

 

Nature of Operations

 

Oniva Silver and Gold Mines S.A. de C.V.

 

 

100 %

 

Mexico

 

Mexican operations and administration

 

Nueva Vizcaya Mining, S.A. de C.V.

 

 

100 %

 

Mexico

 

Mexican administration

 

Promotora Avino, S.A. de C.V. (“Promotora”)

 

 

79.09 %

 

Mexico

 

Holding company

 

Compañía Minera Mexicana de Avino, S.A. de C.V. (“Avino Mexico”)

 

98.45% direct

1.22% indirect (Promotora)

99.67% effective

 

 

Mexico

 

Mining and exploration

 

 

 

Intercompany balances and transactions, including unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the unaudited condensed consolidated interim financial statements.

 

 

 

3.

DISPOSITION OF DISCONTINUED OPERATIONS – BRALORNE GOLD MINES LTD.

 

 

 

 

On December 13, 2019, the Company completed the sale of its 100% wholly-owned subsidiary Bralorne Gold Mines Ltd. (“Bralorne”) to Talisker Resources Ltd. (“Talisker”). The sale was record in the further quarter of fiscal 2019 and includes the Bralorne Gold Mine and is part of the Company’s plan to focus on its core mining operations in Mexico.

 

 

 

The consideration included:

 

 

·

C$8.7 million (translated to $6,599) in cash

 

 

 

 

·

The issuance of 12,580,000 common shares of Talisker, representing 9.9% on a pro-forma basis following the close of the transaction and subsequent financing by Talisker;

 

 

 

 

·

The issuance of 6,290,000 share purchase warrants exercisable at C$0.25 per share for a period of three years after the closing, subject to acceleration in the event the closing price of Talisker’s common shares is great than C$0.35 per share for 20 or more consecutive trading days at any time following April 14, 2020;

 

 

The sale includes the Bralorne claims, as well as nine mineral claims covering approximately 2,114 hectares in the Lillooet Mining Division of British Columbia, known as the BRX Property.

 

 

 

 

As a result of the sale, net loss for the comparative nine months ended September 30, 2019, have been reclassified from continuing operations to discontinued operations:

 

 
- 7 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

  

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenue from mining operations

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

Cost of sales

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Mine operating income (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

-

 

 

 

(40 )

 

 

-

 

 

 

(35 )

Accretion of reclamation provision

 

 

-

 

 

 

(57 )

 

 

-

 

 

 

(172 )

Gain on sale of assets

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3 )

Other items

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

Loss on disposition

 

 

(2 )

 

 

-

 

 

 

(167 )

 

 

-

 

Net loss before income taxes

 

 

(2 )

 

 

(97 )

 

 

(167 )

 

 

(209 )

Income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss from discontinued operations and on disposal

 

$ (2 )

 

$ (97 )

 

$ (167 )

 

$ (209 )

 

 

The results of discontinued operations included in the consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019, are as follows:

   

 

 

Nine months ended September 30,

 

Cash used in:

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Cash flow provided by operating activities

 

$ -

 

 

$ (35 )

Cash flow used in financing activities

 

 

-

 

 

 

(198 )

Cash flow used in investing activities

 

 

-

 

 

 

(4,566 )

Net cash decrease from discontinued operations

 

$ -

 

 

$ (4,799 )

 

4.

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.

 

 

 

September 30,

2020

 

 

December 31,

2019

 

VAT recoverable

 

$ 3,941

 

 

$ 2,652

 

GST recoverable

 

 

15

 

 

 

42

 

Income taxes recoverable

 

 

2,448

 

 

 

2,789

 

 

 

$ 6,404

 

 

$ 5,483

 

 

5.

INVENTORY

   

 

 

September 30,

2020

 

 

December 31,

2019

 

Process material stockpiles

 

$ 368

 

 

$ 1,079

 

Concentrate inventory

 

 

581

 

 

 

3,055

 

Materials and supplies

 

 

1,274

 

 

 

1,458

 

 

 

$ 2,223

 

 

$ 5,592

 

 

 

The amount of inventory recognized as an expense for the nine months ended September 30, 2020 totalled $12,299 (September 30, 2019 – $21,145), and includes production costs and depreciation and depletion directly attributable to the inventory production process.

 

 
- 8 -

 

   

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

  

6.

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

 

 

Net Additions

and

 

 

Movements

 

 

Fair value adjustments

 

 

Fair

Value

 

 

 

December 31,

2019

 

 

(Warrants

 Exercised)

 

 

in foreign

exchange

 

 

for the

period

 

 

September 30,

2020

 

Talisker Resources Common Shares

 

$ 3,197

 

 

$ 1,184

 

 

$ (76 )

 

$ (378 )

 

$ 3,927

 

Talisker Resources Warrants

 

 

1,114

 

 

 

(1,114 )

 

 

-

 

 

 

-

 

 

 

-

 

Other

 

 

-

 

 

 

(1 )

 

 

-

 

 

 

1

 

 

 

-

 

 

 

$ 4,311

 

 

$ 69

 

 

$ (76 )

 

$ (377 )

 

$ 3,927

 

 

7.

EXPLORATION AND EVALUATION ASSETS

 

 

 

The Company has accumulated the following acquisition, exploration and evaluation costs which are not subject to depletion:

   

 

 

Durango,

Mexico

 

 

British Columbia & Yukon, Canada

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2019

 

$ 9,692

 

 

$ 37,089

 

 

$ 46,781

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs incurred during 2019:

 

 

 

 

 

 

 

 

 

 

 

 

Mine and camp costs

 

 

-

 

 

 

2,537

 

 

 

2,537

 

Drilling and exploration

 

 

50

 

 

 

2,333

 

 

 

2,383

 

Depreciation of plant and equipment

 

 

-

 

 

 

317

 

 

 

317

 

Interest and other costs

 

 

-

 

 

 

325

 

 

 

325

 

Provision for reclamation

 

 

-

 

 

 

1,338

 

 

 

1,338

 

Assessments and taxes

 

 

90

 

 

 

31

 

 

 

121

 

Geological and related services

 

 

-

 

 

 

116

 

 

 

116

 

Assays

 

 

-

 

 

 

130

 

 

 

130

 

Water treatment and tailing storage facility costs

 

 

-

 

 

 

112

 

 

 

112

 

Effect of movements in exchange rates

 

 

(6 )

 

 

1,286

 

 

 

1,280

 

Disposition of Bralorne Mine (Note 3)

 

 

-

 

 

 

(45,613 )

 

 

(45,613 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2019

 

$ 9,826

 

 

$ 1

 

 

$ 9,827

 

Costs incurred during 2020:

 

 

 

 

 

 

 

 

 

 

 

 

Drilling and exploration

 

 

98

 

 

 

-

 

 

 

98

 

Assessments and taxes

 

 

82

 

 

 

-

 

 

 

82

 

Effect of movements in exchange rates

 

 

3

 

 

 

-

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2020

 

$ 10,009

 

 

$ 1

 

 

$ 10,010

 

 

 
- 9 -

 

  

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

 

 

Additional information on the Company’s exploration and evaluation properties by region is as follows:

 

 

 

 

 

 

(a)

 Durango, 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. Within the Avino mine site area is the Company’s San Gonzalo Mine, which achieved production at levels intended by management as of October 1, 2012, and on this date accumulated exploration and evaluation costs were transferred to mining properties.

 

 

 

 

 

 

 

(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.

 

 

 

 

 

 

 

 

Option Agreement – Silver Wolf Exploration Ltd. (formerly Gray Rock Resources Ltd.) (“Silver Wolf”)

 

 

 

 

 

 

 

 

During the nine months ended September 30, 2020, the Company announced an option agreement in which Silver Wolf was granted the exclusive right to acquire an 100% interest in the Ana Maria and El Laberinto properties in Mexico (the “Option”), in consideration of the issuance to Avino of share purchase warrants to acquire 300,000 common shares of Silver Wolf at an exercise price of $0.20 per share for a period of 36 months from the date of the TSX Venture Exchange’s final acceptance of the Option Agreement (the “Approval Date”). In order to exercise the Option, Silver Wolf will:

 

 

 

1.

Issue to Avino a total of $600,000 in cash or common shares of Silver Wolf as follows:

 

 

 

 

 

 

 

 

a.

$50,000 in common shares of Silver Wolf within 30 days of the Approval Date;

 

 

 

b.

A further $50,000 in cash or shares of Silver Wolf at Avino’s discretion on or before the first anniversary of the Approval Date;

 

 

 

c.

A further $100,000 in cash or shares of Silver Wolf at Avino’s discretion on or before the second anniversary of the Approval Date;

 

 

 

d.

A further $200,000 in cash or shares of Silver Wolf at Avino’s discretion on or before the third anniversary of the Approval Date; and

 

 

 

e.

A further $200,000 in cash or shares of Silver Wolf at Avino’s discretion on or before the fourth anniversary of the Approval Date; and

 

 

 

 

 

 

 

2.

Incur a total of $750,000 in exploration expenditures on the properties, as follows:

 

 

 

 

 

 

 

 

a.

$50,000 on or before the first anniversary of the Approval Date;

 

 

 

b.

A further $100,000 on or before the second anniversary of the Approval Date; and

 

 

 

c.

A further $600,000 on or before the fourth anniversary of the Approval Date.

 

 

 

 

 

 

 

Under the Option Agreement, the parties intend that the first two year’s payments ($200,000 in cash or shares), and first $150,000 in exploration work will be firm commitments by Silver Wolf. 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 is subject to the acceptance for filing on behalf of Silver Wolf by the TSX Venture Exchange

  

 
- 10 -

 

    

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

    

 

 

(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.

 

 

 

 

 

 

 

 

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, the Company has obtained the exclusive right to explore and mine the property for an initial period of 15 years, with the option to extend the agreement for another 5 years. In consideration of the granting of these rights, the Company issued 135,189 common shares with a fair value of C$250 during the year ended December 31, 2012.

 

 

 

 

 

 

 

 

The Company has agreed to pay to Minerales a royalty equal to 3.5% of net smelter returns (“NSR”). In addition, after the start of production, if the minimum monthly processing rate of the mine facilities is less than 15,000 tonnes, then the Company must pay to Minerales a minimum royalty equal to the applicable NSR royalty based on the processing at a monthly rate of 15,000 tonnes.

 

 

 

 

 

 

 

 

Minerales has also granted to the Company the exclusive right to purchase a 100% interest in the property at any time during the term of the agreement (or any renewal thereof), upon payment of $8 million within 15 days of the Company’s notice of election to acquire the property. The purchase would be subject to a separate purchase agreement for the legal transfer of the property.

 

 

 

 

 

 

(b)

 British Columbia, Canada

 

 

 

 

 

 

 

(i)

Minto and Olympic-Kelvin properties

 

 

 

 

 

 

 

 

The Company’s mineral claims in British Columbia encompass two additional properties, Minto and Olympic-Kelvin, each of which consists of 100% owned Crown-granted mineral claims located in the Lillooet Mining Division.

 

 

 

 

 

 

(c)

Yukon, Canada

 

 

 

 

 

 

 

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.

 

 

 

 

 

8.

NON-CONTROLLING INTEREST

 

 

 

 

 

 

At September 30, 2020, the Company had an effective 99.67% (December 31, 2019 - 99.67%) interest in its subsidiary Avino Mexico and the remaining 0.33% (December 31, 2019 - 0.33%) interest represents a non-controlling interest. The accumulated deficit and current period income attributable to the non-controlling interest are insignificant and accordingly have not been recognized in the condensed consolidated interim financial statements.

 

 
- 11 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

    

9.

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, 2019

 

 

12,962

 

 

 

149

 

 

 

358

 

 

 

17,257

 

 

 

17,603

 

 

 

6,710

 

 

 

55,039

 

Additions / Transfers

 

 

644

 

 

 

381

 

 

 

(6 )

 

 

(648 )

 

 

148

 

 

 

2,770

 

 

 

3,289

 

Disposals

 

 

-

 

 

 

(6 )

 

 

(12 )

 

 

(3,723 )

 

 

(231 )

 

 

(206 )

 

 

(4,178 )

Effect of movements in exchange rates

 

 

31

 

 

 

-

 

 

 

1

 

 

 

33

 

 

 

34

 

 

 

13

 

 

 

112

 

Balance at December 31, 2019

 

 

13,637

 

 

 

524

 

 

 

341

 

 

 

12,919

 

 

 

17,554

 

 

 

9,287

 

 

 

54,262

 

Additions / Transfers

 

 

28

 

 

 

33

 

 

 

5

 

 

 

23

 

 

 

(71 )

 

 

878

 

 

 

896

 

Effect of movements in exchange rates

 

 

(15 )

 

 

(10 )

 

 

-

 

 

 

(1 )

 

 

-

 

 

 

9

 

 

 

(17 )

Balance at September 30, 2020

 

 

13,650

 

 

 

547

 

 

 

346

 

 

 

12,941

 

 

 

17,483

 

 

 

10,174

 

 

 

55,141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCUMULATED DEPLETION AND DEPRECIATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2019

 

 

6,102

 

 

 

65

 

 

 

175

 

 

 

6,830

 

 

 

2,416

 

 

 

708

 

 

 

16,296

 

Additions / Transfers

 

 

1,952

 

 

 

22

 

 

 

49

 

 

 

51

 

 

 

1,619

 

 

 

714

 

 

 

4,407

 

Disposals

 

 

-

 

 

 

(3 )

 

 

(11 )

 

 

(2,040 )

 

 

(27 )

 

 

(49 )

 

 

(2,130 )

Effect of movements in exchange rates

 

 

12

 

 

 

-

 

 

 

-

 

 

 

13

 

 

 

5

 

 

 

1

 

 

 

31

 

Balance at December 31, 2019

 

 

8,066

 

 

 

84

 

 

 

213

 

 

 

4,854

 

 

 

4,013

 

 

 

1,374

 

 

 

18,604

 

Additions / Transfers

 

 

484

 

 

 

75

 

 

 

32

 

 

 

41

 

 

 

962

 

 

 

185

 

 

 

1,779

 

Effect of movements in exchange rates

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance at September 30, 2020

 

 

8,550

 

 

 

159

 

 

 

245

 

 

 

4,895

 

 

 

4,975

 

 

 

1,559

 

 

 

20,383

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET BOOK VALUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At September 30, 2020

 

 

5,100

 

 

 

388

 

 

 

101

 

 

 

8,046

 

 

 

12,508

 

 

 

8,615

 

 

 

34,758

 

At December 31, 2019

 

 

5,571

 

 

 

440

 

 

 

128

 

 

 

8,065

 

 

 

13,541

 

 

 

7,913

 

 

 

35,658

 

At January 1, 2019

 

 

6,860

 

 

 

84

 

 

 

183

 

 

 

10,427

 

 

 

15,187

 

 

 

6,002

 

 

 

38,743

 

 

 
- 12 -

 

    

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

      

 

Included in buildings and construction in process above are assets under construction of $4,186 as at September 30, 2020 (December 31, 2019 - $3,746) on which no depreciation was charged in the periods then ended. Once the assets are put into service, they will be transferred to the appropriate class of plant, equipment and mining properties.

 

 

 

 

As at September 30, 2020, plant, equipment and mining properties included a net carrying amount of $451 (December 31, 2019 - $559) for mining equipment under equipment loan, and $1,121 (December 31, 2019 - $2,697) for mining equipment under lease.

 

 

 

10.

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 three and nine months ended September 30, 2020 and 2019 were as follows:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Salaries, benefits, and consulting fees

 

$ 190

 

 

$ 176

 

 

$ 523

 

 

$ 527

 

Share-based payments

 

 

249

 

 

 

196

 

 

 

625

 

 

 

545

 

 

 

$ 439

 

 

$ 372

 

 

$ 1,148

 

 

$ 1,072

 

 

 

(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 related parties:

   

 

 

September 30,

2020

 

 

December 31,

2019

 

Oniva International Services Corp.

 

$ 102

 

 

$ 105

 

Directors

 

 

45

 

 

 

51

 

 

 

$ 147

 

 

$ 156

 

   

 

(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. 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.

  

 
- 13 -

 

      

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

           

 

The transactions with Oniva during the three and nine months ended September 30, 2020 and 2019, are summarized below:

   

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Salaries and benefits

 

$ 143

 

 

$ 125

 

 

$ 461

 

 

$ 506

 

Office and miscellaneous

 

 

43

 

 

 

57

 

 

 

208

 

 

 

207

 

Exploration and evaluation assets

 

 

-

 

 

 

51

 

 

 

-

 

 

 

169

 

 

 

$ 186

 

 

$ 233

 

 

$ 669

 

 

$ 882

 

 

 

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 nine months ended September 30, 2020, the Company paid $166 (September 30, 2019 - $169) to ICC.

 

 

11.

TERM FACILITY

 

 

 

In July 2015, the Company entered into a ten million dollar term facility with Samsung C&T U.K. Limited (“Samsung”). Interest is charged on the facility at a rate of US dollar LIBOR (3 month) plus 4.75%. The Company is currently repaying the remaining balance in 23 equal monthly instalments of $278 ending August 2021, with 12 remaining payments as at September 30, 2020. The Company is committed to selling Avino Mine concentrate on an exclusive basis to Samsung until December 31, 2024.

 

 

 

The facility is secured by the concentrates produced under the agreement and by 33% of the common shares of the Company’s wholly-owned subsidiary Compañía Minera Mexicana de Avino, S.A. de C.V.. The facility with Samsung relates to the sale of concentrates produced from the Avino Mine only.

 

 

 

The continuity of the term facility with Samsung is as follows:

      

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Balance at beginning of the period

 

$ 5,897

 

 

$ 6,901

 

Repayments

 

 

(2,500 )

 

 

(834 )

Unwinding of fair value adjustment

 

 

(42 )

 

 

(170 )

Balance at end of the period

 

 

3,355

 

 

 

5,897

 

Less: Current portion

 

 

(3,355 )

 

 

(3,384 )

Non-current portion

 

$ -

 

 

$ 2,513

 

 

 
- 14 -

 

  

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

        

12.

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:

   

 

 

September 30,

2020

 

 

December 31,

2019

 

Balance at beginning of the period

 

$ 1,579

 

 

$ 2,009

 

Fair value adjustment

 

 

13

 

 

 

(520 )

Effect of movement in exchange rates

 

 

(42 )

 

 

90

 

Balance at end of the period

 

$ 1,550

 

 

$ 1,579

 

  

 

Continuity of warrants during the periods is as follows:

 

 

 

Underlying

Shares

 

 

Weighted

Average

Exercise

Price

 

Warrants outstanding and exercisable, January 1, 2019

 

 

10,778,061

 

 

$ 1.20

 

Issued

 

 

464,122

 

 

C$0.85

 

Expired

 

 

(3,602,215 )

 

$ 1.99

 

Warrants outstanding and exercisable, December 31, 2019

 

 

7,639,968

 

 

$ 0.79

 

Exercised

 

 

(4,195,072 )

 

$ 0.80

 

Exercised

 

 

(464,122 )

 

C$0.85

 

Warrants outstanding and exercisable, September 30, 2020

 

 

2,980,774

 

 

$ 0.80

 

 

 

 

 

 

 

All Warrants

Outstanding and Exercisable

 

Expiry Date

 

Exercise Price

per Share

 

 

September 30,

2020

 

 

December 31,

2019

 

July 30, 2020

 

C$0.85

 

 

 

-

 

 

 

464,122

 

September 25, 2023

 

$ 0.80

 

 

 

2,980,774

 

 

 

7,175,846

 

 

 

 

 

 

 

 

2,980,774

 

 

 

7,639,968

 

 

 

As at September 30, 2020, the weighted average remaining contractual life of warrants outstanding was 2.99 years (December 31, 2019 – 3.55 years).

 

 

 

 

Valuation of the warrant liability requires the use of highly subjective 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:

   

 

 

September 30,

2020

 

 

December 31,

2019

 

Weighted average assumptions:

 

 

 

 

 

 

Risk-free interest rate

 

 

0.31 %

 

 

1.68 %

Expected dividend yield

 

 

0 %

 

 

0 %

Expected warrant life (years)

 

 

2.99

 

 

 

3.57

 

Expected stock price volatility

 

 

71.14 %

 

 

61.61 %

Weighted average fair value

 

$ 0.52

 

 

$ 0.22

 

 

 
- 15 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

 

13.

RECLAMATION PROVISION

 

 

 

Management’s estimate of the reclamation provision at September 30, 2020, is $1,350 (December 31, 2019 – $1,524), and the undiscounted value of the obligation is $1,655 (December 31, 2019 – $1,985).

 

 

 

The present value of the obligation was calculated using a risk-free interest rate of 5.55% (December 31, 2019 – 6.86%) and an inflation rate of 2.06% (December 31, 2019 – 3.54%). Reclamation activities are estimated to begin at the end of 2021 for the San Gonzalo Mine and in 2028 for the Avino Mine.

 

 

 

A reconciliation of the changes in the Company’s reclamation provision is as follows:

   

 

 

September 30,

2020

 

 

December 31,

2019

 

 

 

 

 

 

 

 

Balance at beginning of the period

 

$ 1,524

 

 

$ 10,799

 

Changes in estimates

 

 

-

 

 

 

840

 

Disposition of Bralorne (Note 3)

 

 

-

 

 

 

(10,828 )

Unwinding of discount related to Bralorne

 

 

-

 

 

 

217

 

Unwinding of discount related to continuing operations

 

 

75

 

 

 

104

 

Effect of movements in exchange rates

 

 

(249 )

 

 

392

 

Balance at end of the period

 

$ 1,350

 

 

$ 1,524

 

 

14.

SHARE CAPITAL AND SHARE-BASED PAYMENTS

  

 

(a)

Authorized: Unlimited common shares without par value.

 

 

 

 

(b)

Issued:

  

 

(i)

During the nine months ended September 30, 2020, the Company issued 6,730,054 common shares in an at-the-market offering under prospectus supplement for gross proceeds of $4,940. The Company paid a 3% cash commission of $148 on gross proceeds and incurred an additional $106 in issuance costs during the period.

 

 

 

 

During the nine months ended September 30, 2020, the Company issued 4,195,072 common shares following the exercise of 4,195,072 warrants. As a result, $6,112 was recorded to share capital, representing cash proceeds of $3,356, fair value of the warrants on the date of exercise (see Note 12 for valuation methodology for $US denominated warrants) of $2,708, and movements in foreign exchange of $48.

 

 

 

 

During the nine months ended September 30, 2020, the Company also issued 464,122 common shares following the exercise of 464,122 broker warrants. As a result, $416 was recorded to share capital, representing cash proceeds of $300 and the amount attributed to the warrants upon issuance in 2019, representing $116.

 

 

 

 

During the nine months ended September 30, 2020, the Company issued 675,145 common shares as settlement of accrued advisory services provided by Cantor Fitzgerald Canada Corporate (“Cantor”) for the completion of the sale of Bralorne. The value of these shares was accrued at December 31, 2019; however, the shares were not issued until January 2020.

 

 

 

 

During the nine months ended September 30, 2020, the Company issued 48,000 common shares following the exercise of 48,000 options. As a result, $44 was recorded to share capital, representing cash proceeds of $29 and the fair value upon issuance of $15.

 

 

 

 

During the nine months ended September 30, 2020, the Company issued 863,901 common shares upon exercise of RSUs. As a result, $650 was recorded to share capital.

  

 
- 16 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

    

 

(ii)

During the year ended December 31, 2019, the Company closed a bought-deal financing, issuing 5,411,900 common shares at the price of C$0.85, as well as 2,323,460 flow-through shares at the price of C$0.99 for gross proceeds of $5,240 (C$6,900). The financing was made by way of prospectus supplement in July 2019, so the Company’s existing Canadian short-form base shelf prospectus dated December 21, 2018.

 

 

 

 

 

Of the $5,240 total aggregate proceeds raised, $116 was attributed to 464,122 warrants issued as commission, leaving a residual amount of $5,124. This amount includes a flow-through premium, which represents the difference between the C$0.85 price in which the common shares were issued, and the offering price of C$0.99 per share. Based on the C$ to US$ exchange rate on the date of the transaction, $247 was recorded as the flow-through premium, for a net share capital allocation of $4,877. This premium is presented in “Other liabilities” on the condensed consolidated interim statements of financial position as at December 31, 2019.

 

The Company paid a 7% cash commission on the gross proceeds in the amount of $367, and incurred additional legal and professional costs of $115. Costs of $10 were allocated to the fair value of the warrants and have been reflected in the condensed consolidated interim statements of operations as a finance cost, and costs of $472 have been reflected as share issuance costs in the condensed consolidated interim statements of changes in equity.

 

During the year ended December 31, 2019, the Company issued 4,954,000 common shares in an at-the-market offering under prospectus supplement for gross proceeds of $2,924. The Company paid a 3% cash commission of $87 on gross proceeds and incurred an additional $75 in issuance costs during the period,

 

During the year ended December 31, 2019, the Company issued 565,259 common shares upon exercise of RSUs. As a result, $835 was recorded to share capital.

 

 

(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.

 

Continuity of stock options is as follows:

  

 

 

Underlying

Shares

 

 

Weighted Average Exercise Price (C$)

 

 

 

 

 

 

 

 

Stock options outstanding, January 1, 2019

 

 

2,917,500

 

 

$ 2.04

 

Granted

 

 

526,000

 

 

$ 0.79

 

Cancelled / Forfeited

 

 

(255,000 )

 

$ 2.09

 

Expired

 

 

(550,000 )

 

$ 1.90

 

Stock options outstanding, December 31, 2019

 

 

2,638,500

 

 

$ 1.82

 

Granted

 

 

1,700,000

 

 

$ 1.64

 

Exercised

 

 

(48,000 )

 

$ 0.79

 

Cancelled / Forfeited

 

 

(678,500 )

 

$ 1.73

 

Stock options outstanding, September 30, 2020

 

 

3,612,000

 

 

$ 1.76

 

Stock options exercisable, September 30, 2020

 

 

1,912,000

 

 

$ 1.87

 

 

 
- 17 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

    

The following table summarizes information about the stock options outstanding and exercisable at September 30, 2020:

  

 

 

 

 

Outstanding

 

 

Exercisable

 

Expiry Date

 

Price (C$)

 

 

Number of Options

 

 

Weighted Average Remaining Contractual Life (Years)

 

 

Number of Options

 

 

Weighted Average Remaining Contractual Life (Years)

 

September 2, 2021

 

$ 2.95

 

 

 

370,000

 

 

 

0.92

 

 

 

370,000

 

 

 

0.92

 

September 20, 2022

 

$ 1.98

 

 

 

930,000

 

 

 

1.97

 

 

 

930,000

 

 

 

1.97

 

August 28, 2023

 

$ 1.30

 

 

 

325,000

 

 

 

2.91

 

 

 

325,000

 

 

 

2.91

 

August 21, 2024

 

$ 0.79

 

 

 

287,000

 

 

 

3.89

 

 

 

287,000

 

 

 

3.89

 

August 4, 2025

 

$ 1.64

 

 

 

1,700,000

 

 

 

4.85

 

 

 

-

 

 

 

4.85

 

 

 

 

 

 

 

 

3,612,000

 

 

 

3.45

 

 

 

1,912,000

 

 

 

2.22

 

 

Option pricing requires the use of highly subjective 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 options granted during the nine months ended September 30, 2020, was calculated using the Black-Scholes model with the following weighted average assumptions and resulting grant date fair value:

  

 

 

2020

 

 

2019

 

Weighted average assumptions:

 

 

 

 

 

 

Risk-free interest rate

 

 

0.30 %

 

 

1.27 %

Expected dividend yield

 

 

0 %

 

 

0 %

Expected option life (years)

 

 

5.00

 

 

 

5.00

 

Expected stock price volatility

 

 

66.09 %

 

 

59.01 %

Weighted average fair value at grant date

 

C$0.89

 

 

C$0.40

 

  

 

 

During the nine months ended September 30, 2020, the Company charged $361 (September 30, 2019 - $79) to operations as share-based payments and capitalized $Nil (September 30, 2019 - $37) to exploration and evaluation assets for the fair value of stock options vested during the period.

 

 

 

 

(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.

  

 
- 18 -

 

  

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

  

Continuity of RSUs is as follows:

 

 

 

Underlying

Shares

 

 

Weighted Average Exercise Price (C$)

 

 

 

 

 

 

 

 

RSUs outstanding, January 1, 2019

 

 

1,235,300

 

 

$ 1.62

 

Granted

 

 

1,730,500

 

 

$ 0.79

 

Exercised

 

 

(565,259 )

 

$ 1.96

 

Cancelled / Forfeited

 

 

(27,666 )

 

$ 1.35

 

RSUs outstanding, December 31, 2019

 

 

2,372,875

 

 

$ 0.94

 

Granted

 

 

1,481,000

 

 

$ 1.64

 

Exercised

 

 

(863,901 )

 

$ 0.79

 

Cancelled / Forfeited

 

 

(115,974 )

 

$ 1.00

 

RSUs outstanding, September 30, 2020

 

 

2,874,000

 

 

$ 1.28

 

 

The following table summarizes information about the RSUs outstanding at September 30, 2020:

 

Issuance Date

 

Price (C$)

 

 

Number of RSUs Outstanding

 

August 23, 2018

 

$ 1.31

 

 

 

288,000

 

August 21, 2019

 

$ 0.79

 

 

 

1,105,000

 

August 4, 2020

 

$ 1.64

 

 

 

1,481,000

 

 

 

 

 

 

 

 

2,874,000

 

 

 

 

For the RSUs issued during nine months ended September 30, 2020, the weighted average fair value at the measurement date was C$1.64 (for year ended December  31, 2019 was C$0.79), based on the TSX market price of the Company’s shares on the date the RSUs were granted.

 

During the nine months ended September 30, 2020, the Company charged $701 (September 30, 2019 - $564) to operations as share-based payments and capitalized $Nil (September 30, 2019 - $48) to exploration and evaluation assets for the fair value of the RSUs vested. The fair value of the RSUs is recognized over the vesting period with reference to vesting conditions and the estimated RSUs expected to vest.

 

 

 

 

(e)

Loss per share:

 

 

 

 

 

The calculations for basic loss per share and diluted loss per share are as follows:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net loss from continuing operations for the period

 

$ (4,587 )

 

$ (1,545 )

 

$ (5,930 )

 

$ (2,209 )

Net loss for the period

 

$ (4,589 )

 

$ (1,642 )

 

$ (6,097 )

 

$ (2,418 )

Basic weighted average number of shares outstanding

 

 

87,093,054

 

 

 

73,428,820

 

 

 

81,027,129

 

 

 

67,743,695

 

Effect of dilutive share options, warrants, and RSUs

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Diluted weighted average number of shares outstanding

 

 

87,093,054

 

 

 

73,428,820

 

 

 

81,027,129

 

 

 

67,743,695

 

Basic and diluted loss from continuing operations per share

 

$ (0.05 )

 

$ (0.02 )

 

$ (0.07 )

 

$ (0.03 )

Basic and diluted loss per share

 

$ (0.05 )

 

$ (0.02 )

 

$ (0.08 )

 

$ (0.04 )

 

 
- 19 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

    

15.

REVENUE AND COST OF SALES

 

 

 

Revenue reflects the sale of silver, gold and copper concentrate from the Avino Mine and from the sale of silver and gold concentrate from the San Gonzalo Mine for the three and nine months ended September 30, 2020 and 2019.

   

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Concentrate sales

 

$ 2,157

 

 

$ 6,600

 

 

$ 13,964

 

 

$ 20,914

 

Provisional pricing adjustments

 

 

502

 

 

 

196

 

 

 

651

 

 

 

406

 

 

 

$ 2,659

 

 

$ 6,796

 

 

$ 14,615

 

 

$ 21,320

 

 

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. Stand-by costs consists of care and maintenance costs incurred during the work stoppage at the Avino Mine during the three and nine months ended September 30, 2020.

 

 

Cost of sales is based on the weighted average cost of inventory sold for the periods and consists of the following:

  

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Production costs

 

$ 1,428

 

 

$ 6,144

 

 

$ 10,607

 

 

$ 18,750

 

Stand-by costs

 

 

875

 

 

 

-

 

 

 

875

 

 

 

-

 

Inventory net realizable adjustment

 

 

-

 

 

 

273

 

 

 

-

 

 

 

387

 

Depreciation and depletion

 

 

545

 

 

 

556

 

 

 

1,692

 

 

 

2,008

 

 

 

$ 2,848

 

 

$ 6,973

 

 

$ 13,174

 

 

$ 21,145

 

 

 

During the three months ended September 30, 2020, production costs consisted of costs incurred in converting process material stockpiles that were in inventory at June 30, 2020, into concentrate sold during the three months ended September 30, 2020.

 

16.

GENERAL AND ADMINISTRATIVE EXPENSES

 

 

 

General and administrative expenses on the condensed consolidated interim statements of operations consist of the following:

   

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Salaries and benefits

 

$ 269

 

 

$ 297

 

 

$ 921

 

 

$ 954

 

Office and miscellaneous

 

 

78

 

 

 

36

 

 

 

137

 

 

 

134

 

Management and consulting fees

 

 

88

 

 

 

108

 

 

 

294

 

 

 

303

 

Investor relations

 

 

60

 

 

 

67

 

 

 

140

 

 

 

149

 

Travel and promotion

 

 

5

 

 

 

21

 

 

 

41

 

 

 

63

 

Professional fees

 

 

69

 

 

 

166

 

 

 

211

 

 

 

406

 

Directors fees

 

 

53

 

 

 

43

 

 

 

126

 

 

 

113

 

Regulatory and compliance fees

 

 

41

 

 

 

26

 

 

 

106

 

 

 

99

 

Depreciation

 

 

30

 

 

 

6

 

 

 

87

 

 

 

21

 

 

 

$ 693

 

 

$ 770

 

 

$ 2,063

 

 

$ 2,242

 

 

 
- 20 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

     

17.

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 10.

 

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:

 

 

 

September 30,

2020

 

 

December 31,

2019

 

Not later than one year

 

$ 7

 

 

$ 1,269

 

Later than one year and not later than five years

 

 

16

 

 

 

20

 

Later than five years

 

 

3

 

 

 

5

 

 

 

$ 26

 

 

$ 1,294

 

  

 

Included in the above amount as at September 30, 2020, is the Company’s commitment to incur flow-through eligible expenditures of $Nil (December 31, 2019 - $1,262 (C$1,639)) that must be incurred in Canada.

 

 

18.

SUPPLEMENTARY CASH FLOW INFORMATION

  

 

 

September 30,

2020

 

 

September 30,

2019

 

Net change in non-cash working capital items:

 

 

 

 

 

 

Inventory

 

$ 3,399

 

 

$ 1,041

 

Prepaid expenses and other assets

 

 

(187 )

 

 

33

 

Taxes recoverable

 

 

(1,266 )

 

 

680

 

Taxes payable

 

 

(42 )

 

 

(150 )

Accounts payable and accrued liabilities

 

 

(2,890 )

 

 

(389 )

Amounts receivable

 

 

224

 

 

 

(266 )

Other liabilities

 

 

(178 )

 

 

(3 )

Deferred revenues

 

 

-

 

 

 

(573 )

Amounts due to related parties

 

 

(13 )

 

 

9

 

 

 

$ (953 )

 

$ 382

 

 

 

 

September 30,

2020

 

 

September 30,

2019

 

Interest paid

 

$ 256

 

 

$ 472

 

Taxes paid

 

$ 407

 

 

$ 2,585

 

Equipment acquired under finance leases and equipment loans

 

$ -

 

 

$ 116

 

 

19.

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 term facility, 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.

    

 
- 21 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(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 four (December 31, 2019 – six) counterparties (see Note 20). 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 September 30, 2020, 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 September 30, 2020, in the amount of $12,493 and working capital of $16,859 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 term facility, equipment loans, 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 September 30, 2020, are summarized as follows:

   

 

 

Total

 

 

Less Than

1 Year

 

 

1-5 years

 

 

More Than 5 Years

 

Accounts payable and accrued liabilities

 

$ 2,182

 

 

$ 2,182

 

 

$ -

 

 

$ -

 

Amounts due to related parties

 

 

147

 

 

 

147

 

 

 

-

 

 

 

-

 

Minimum rental and lease payments

 

 

26

 

 

 

7

 

 

 

16

 

 

 

3

 

Term facility

 

 

3,423

 

 

 

3,423

 

 

 

-

 

 

 

-

 

Equipment loans

 

 

129

 

 

 

129

 

 

 

-

 

 

 

-

 

Finance lease obligations

 

 

597

 

 

 

288

 

 

 

309

 

 

 

-

 

Total

 

$ 6,504

 

 

$ 6,176

 

 

$ 325

 

 

$ 3

 

 

 
- 22 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

     

 

(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 exposed to interest rate risk primarily on its outstanding term facility, as the interest rate is subject to floating rates of interest. A 10% change in the interest rate would not a result in a material impact on the Company’s operations.

 

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:

   

 

 

September 30, 2020

 

 

December 31, 2019

 

 

 

MXN

 

 

CDN

 

 

MXN

 

 

CDN

 

Cash

 

$ 863

 

 

$ 3,611

 

 

$ 2,780

 

 

$ 5,902

 

Long-term investments

 

 

-

 

 

 

5,238

 

 

 

-

 

 

 

5,599

 

Reclamation bonds

 

 

-

 

 

 

6

 

 

 

-

 

 

 

6

 

Amounts receivable

 

 

-

 

 

 

20

 

 

 

-

 

 

 

54

 

Accounts payable and accrued liabilities

 

 

(43,027 )

 

 

(234 )

 

 

(51,307 )

 

 

(442 )

Due to related parties

 

 

-

 

 

 

(196 )

 

 

-

 

 

 

(202 )

Finance lease obligations

 

 

(545 )

 

 

(471 )

 

 

(1,037 )

 

 

(522 )

Net exposure

 

 

(42,709 )

 

 

7,974

 

 

 

(49,564 )

 

 

10,395

 

US dollar equivalent

 

$ (1,901 )

 

$ 5,978

 

 

$ (2,627 )

 

$ 8,004

 

 

Based on the net US dollar denominated asset and liability exposures as at September 30, 2020, a 10% fluctuation in the US/Mexican and Canadian/US exchange rates would impact the Company’s earnings for the nine months ended September 30, 2020, by approximately $353 (year ended December 31, 2019 - $465). 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 September 30, 2020, 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 $42 (December 31, 2019 - $70).

 

 
- 23 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

    

 

 

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 September 30, 2020, a 10% change in market prices would have an impact on net earnings (loss) of approximately $393 (December 31, 2019 - $467).

 

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.

 

 

 

 

(d)

Classification of Financial Instruments

 

 

 

 

 

IFRS 7 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 September 30, 2020:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets

 

 

 

 

 

 

 

 

 

Cash

 

$ 12,493

 

 

$ -

 

 

$ -

 

Amounts receivable

 

 

-

 

 

 

1,044

 

 

 

-

 

Long-term investments

 

 

3,927

 

 

 

-

 

 

 

-

 

Total financial assets

 

$ 16,420

 

 

$ 1,044

 

 

$ -

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liability

 

 

-

 

 

 

-

 

 

 

(1,550 )

Total financial liabilities

 

$ -

 

 

$ -

 

 

$ (1,550 )

  

 
- 24 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

     

20.

SEGMENTED INFORMATION

 

 

 

The Company’s revenues for the three and nine months ended September 30, 2020 of $2,659 and $14,615 (September 30, 2019 - $6,796 and $21,320) are all attributable to Mexico, from shipments of concentrate produced by the Avino Mine and the San Gonzalo Mine.

 

On the condensed consolidated interim statements of operations, the Company had revenue from the following product mixes:

   

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Silver

 

$ 924

 

 

$ 2,958

 

 

$ 5,668

 

 

$ 9,376

 

Copper

 

 

1,344

 

 

 

2,814

 

 

 

7,823

 

 

 

8,997

 

Gold

 

 

768

 

 

 

2,562

 

 

 

4,506

 

 

 

7,307

 

Penalties, treatment costs and refining charges

 

 

(377 )

 

 

(1,538 )

 

 

(3,382 )

 

 

(4,360 )

Total revenue from mining operations

 

$ 2,659

 

 

$ 6,796

 

 

$ 14,615

 

 

$ 21,320

 

 

For nine months ended September 30, 2020, the Company had four customers (September 30, 2019 – six customers) that accounted for total revenues as follows:

  

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Customer #1

 

$ 2,310

 

 

$ 5,439

 

 

$ 11,194

 

 

$ 16,091

 

Customer #2

 

 

-

 

 

 

370

 

 

 

(18 )

 

 

3,086

 

Customer #3

 

 

314

 

 

 

655

 

 

 

3,179

 

 

 

661

 

Customer #4

 

 

35

 

 

 

313

 

 

 

260

 

 

 

1,003

 

Customer #5

 

 

-

 

 

 

19

 

 

 

-

 

 

 

469

 

Customer #6

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10

 

Total revenue from mining operations

 

$ 2,659

 

 

$ 6,796

 

 

$ 14,615

 

 

$ 21,320

 

 

Geographical information relating to the Company’s non-current assets (other than financial instruments) is as follows:

  

 

 

September 30,

2020

 

 

December 31,

2019

 

Exploration and evaluation assets - Mexico

 

$ 10,009

 

 

$ 9,826

 

Exploration and evaluation assets - Canada

 

 

1

 

 

 

1

 

Total exploration and evaluation assets

 

$ 10,010

 

 

$ 9,827

 

 

 

 

September 30,

2020

 

 

December 31,

2019

 

Plant, equipment, and mining properties - Mexico

 

$ 34,384

 

 

$ 35,239

 

Plant, equipment, and mining properties - Canada

 

 

374

 

 

 

419

 

Total plant, equipment, and mining properties

 

$ 34,758

 

 

$ 35,658

 

  

 
- 25 -

 

 

AVINO SILVER & GOLD MINES LTD.

Notes to the unaudited condensed consolidated interim financial statements

For the nine months ended September 30, 2020 and 2019

(Expressed in thousands of US dollars, except where otherwise noted)

    

21.

SUBSEQUENT EVENTS

 

 

 

Mining Operations

 

Subsequent to September 30, 2020, the Company reported that an agreement has been reached with members from the Mexican mining union who had previously blocked the entrance to the Avino Mine. As a result, the Company has commenced plans to restart mining and mill processing operations.

 

 

 

 
- 26 -

 

 

EXHIBIT 99.2

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

  

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 condensed consolidated interim financial statements for the nine months ended September 30, 2020, and the audited consolidated financial statements as at and for the year ended December 31, 2019, and the notes thereto.

 

This Management’s Discussion and Analysis (“MD&A”) is dated November 9, 2020 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 November 9, 2020, 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.sedar.com.

 

Business Description

 

Founded in 1968, the Company is engaged in the production and sale of silver, gold, and copper bulk concentrate, and the acquisition, exploration, and evaluation of mineral properties. The Company holds mineral claims and leases in Durango, Mexico, and in British Columbia and Yukon, Canada. Avino is a reporting issuer in all of the provinces of Canada, except for Quebec, and a foreign private issuer with the Securities and Exchange Commission in the United States. The Company’s shares trade on the Toronto Stock Exchange (“TSX”), under the symbol “ASM” (the Company graduated from the TSX Venture Exchange on January 8, 2018), on the NYSE American under the symbol “ASM”, and on the Berlin and Frankfurt Stock Exchanges under the symbol “GV6”.

 

Discussion of Operations

 

The Company’s production, exploration, and evaluation activities during the nine months ended September 30, 2020, 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 San Gonzalo and Avino Mines located on the property.

 

 
1 | Page

 

    

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

     

Operational Highlights

 

HIGHLIGHTS

(Expressed in US$)

 

Third Quarter 2020

 

 

Third Quarter

2019

 

 

Change

 

 

YTD

2020

 

 

YTD

2019

 

 

Change

 

Operating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tonnes Milled

 

 

-

 

 

 

202,664

 

 

 

-100 %

 

 

204,286

 

 

 

601,224

 

 

 

-66 %

Silver Ounces Produced

 

 

-

 

 

 

221,928

 

 

 

-100 %

 

 

317,299

 

 

 

738,007

 

 

 

-57 %

Gold Ounces Produced

 

 

-

 

 

 

1,448

 

 

 

-100 %

 

 

1,935

 

 

 

4,880

 

 

 

-60 %

Copper Pounds Produced

 

 

-

 

 

 

1,381,924

 

 

 

-100 %

 

 

2,267,939

 

 

 

3,580,739

 

 

 

-37 %

Silver Equivalent Ounces1 Produced

 

 

-

 

 

 

570,220

 

 

 

-100 %

 

 

842,230

 

 

 

1,788,402

 

 

 

-53 %

Concentrate Sales and Cash Costs

Silver Equivalent Payable Ounces Sold2

 

 

113,703

 

 

 

503,742

 

 

 

-77 %

 

 

1,011,657

 

 

 

1,645,263

 

 

 

-39 %

Cash Cost per Silver Equivalent Payable Ounce1,2,3

 

$ 12.56

 

 

$ 12.74

 

 

 

-1 %

 

$ 10.48

 

 

$ 11.63

 

 

 

-10 %

All-in Sustaining Cash Cost per Silver Equivalent Payable Ounce1,2,3

 

$ 31.61

 

 

$ 18.62

 

 

 

70 %

 

$ 17.23

 

 

$ 16.73

 

 

 

3 %

 

1. In Q3 2020, AgEq was calculated using metals prices of $24.26 oz Ag, $1,909 oz Au and $2.96 lb Cu. In Q3 2019, AgEq was calculated using metals prices of $16.98 oz Ag, $1,472 oz Au and $2.63 lb Cu.

 

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, all-in sustaining cash cost per payable ounce, EBITDA, adjusted EBITDA, and cash flow per share. 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.

 

Financial Highlights

 

HIGHLIGHTS

(Expressed in 000’s of US$)

 

Third Quarter 2020

 

 

Third Quarter 2019

 

 

Change

 

 

YTD

2020

 

 

YTD

2019

 

 

Change

 

Financial Operating Performance

 

Revenues

 

$ 2,659

 

 

$ 6,796

 

 

 

-61 %

 

$ 14,615

 

 

$ 21,320

 

 

 

-31 %

Mine operating income

 

$ (189 )

 

$ (177 )

 

 

7 %

 

$ 1,441

 

 

$ 175

 

 

 

723 %

Net loss from continuing operations

 

$ (4,587 )

 

$ (1,545 )

 

 

197 %

 

$ (5,930 )

 

$ (2,209 )

 

 

168 %

Net loss including discontinued operations

 

$ (4,589 )

 

$ (1,642 )

 

 

179 %

 

$ (6,097 )

 

$ (2,418 )

 

 

152 %

Earnings (loss) before interest, taxes and amortization (“EBITDA”)1

 

$ (4,250 )

 

$ (1,575 )

 

 

170 %

 

$ (4,675 )

 

$ (917 )

 

 

410 %

Adjusted earnings1

 

$ (665 )

 

$ (136 )

 

 

388 %

 

$ 1,684

 

 

$ 328

 

 

 

414 %

Per Share Amounts

Loss per share from cont. operations – basic

 

$ (0.05 )

 

$ (0.02 )

 

 

-150 %

 

$ (0.07 )

 

$ (0.03 )

 

 

-133 %

Loss per share – basic

 

$ (0.05 )

 

$ (0.02 )

 

 

-150 %

 

$ (0.08 )

 

$ (0.04 )

 

 

-100 %

Cash Flow per share1 basic

 

$ (0.01 )

 

$ 0.00

 

 

 

-100 %

 

$ (0.00 )

 

$ 0.00

 

 

-

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HIGHLIGHTS

(Expressed in 000’s of US$)

 

September 30, 2020

 

 

June 30,

2020

 

 

Change

 

 

September 30, 2020

 

 

December 31, 2019

 

 

Change

 

Liquidity & Working Capital

Cash

 

$ 12,493

 

 

$ 10,386

 

 

 

20 %

 

$ 12,493

 

 

$ 9,625

 

 

 

30 %

Working capital

 

$ 16,859

 

 

$ 13,797

 

 

 

22 %

 

$ 16,859

 

 

$ 13,209

 

 

 

28 %

 

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, and cash flow per share. 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

 

    

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

 

Operational and Financial Performance

 

Production and Mining Activities

   

During the three months ended September 30, 2020, no mining activities took place due to the work stoppage at the Avino Mine. Subsequent to September 30, 2020, the Company and the union reached an agreement to end the work stoppage and the Company is working towards restarting production and mining operations.

 

Working Capital & Liquidity at September 30, 2020

   

The Company’s cash balance at September 30, 2020, totaled $12.5 million compared to $10.4 million at June 30, 2020 and $9.6 million at December 31, 2019.

 

Working capital totaled $16.9 million at September 30, 2020, compared to $13.8 million at June 30, 2020 and $13.2 million at December 31, 2019.

 

Debt Reduction Efforts

   

During the three months ended September 30, 2020, the Company reduced debt liabilities by a further $2.0 million through the a coordinated effort to reduce payables, repay its outstanding term facility, and outstanding finance lease and loans on mining equipment, bringing total debt reduction for the nine months ended September 30, 2020, up to $6.1 million.

 

Revenues & Earnings – Three Months Ended September 30, 2020

   

The Company recognized revenues net of penalties, treatment costs and refining charges, of $2.7 million on the sale of Avino Mine bulk copper/silver/gold concentrate, for mine operating losses of $0.2 million. This is compared to revenues of $6.8 million and mine operating losses of $0.2 million for Q3 2019. The decrease in revenues compared to Q3 2019 is a direct result of the strike action taken by the Company’s unionized workers, which halted production activities during Q3 2020.

 

EBITDA during the period, was a loss of $4.3 million, compared to loss of $1.6 million in the corresponding quarter in 2019. The increased losses are primarily a result of non-cash losses on the exercise of warrants of $2.7 million, as well as $0.9 million in stand-by costs during the work stoppage.

 

Adjusted losses for the period was $0.7 million, compared to $0.1 million in the corresponding quarter in 2019. The increased losses are a result of the loss on exercise of warrants mentioned above, as well as reduced sales during the period as a result of the work stoppage.

 

Metal prices for revenues recognized during the three months ended September 30, 2020, averaged $24.26 per ounce of silver, $1,909 per ounce of gold, and $6,519 per tonne of copper, compared to $16.80, $1,476, and $5,810, respectively.

 

Revenues & Earnings – Nine Months Ended September 30, 2020

   

During the nine months ended September 30, 2020, the Company recognized revenues, net of penalties, treatment costs and refining charges, of $13.8 million on the sale of 6,463 tonnes of Avino Mine bulk copper/silver/gold concentrate and $0.8 million on the sale of 528 tonnes of Historic Above Ground Avino Mine Stockpile bulk copper/silver/gold concentrate, for a mine operating income of $1.4 million.

 

EBITDA during the nine months ended September 30, 2020, was a loss of $4.7 million, compared to earnings of $0.9 million in the corresponding quarter in 2019. The increased losses are primarily a result of non-cash losses on the exercise of warrants of $2.7 million, as well as $0.9 million in stand-by costs during the work stoppage.

 

 
3 | Page

 

    

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

   

Adjusted earnings for the period was $1.8 million, compared to $0.3 million in the corresponding period in 2019. The increased earnings are a result of increased realized metal prices, offset by losses on exercise of warrants mentioned above, as well as reduced sales during the period as a result of the work stoppage.

 

Metal prices for revenues recognized during the nine months ended September 30, 2020, averaged $23.73 per ounce of silver, $1,885 per ounce of gold, and $6,610 per tonne of copper, compared to $15.55, $1,362, and $6,091, respectively.

 

Cash Costs & All-in Sustaining Cash Costs – Nine Months Ended September 30, 2020

   

Cash costs per silver equivalent payable ounce, excluding stand-by costs, for Q3 2020 was $12.56, compared to $12.74 for Q3 2019. The slight decrease is a result of higher costs in Q3 2019, offset by significantly lower ounces sold and higher overall general and administrative costs per ounce during Q3 2020, as a result of the work stoppage.

     

All-in sustaining cash costs per silver equivalent payable ounce, including stand-by costs, for Q3 2020 was $31.65, compared to $18.62 for Q3 2019. The increase is a result of the factors mentioned above, higher overall general and administrative costs per ounce, as well as stand-by costs of $0.9 million incurred during Q3 2020.

 

Cash Costs & All-in Sustaining Cash Costs – Nine Months Ended September 30, 2020

   

Cash costs per silver equivalent payable ounce, excluding stand-by costs, for year to date 2020 was $10.48, compared to $11.63 for the same period in 2019. The decrease is a result of higher costs per ounce in 2019 due to the winding down of the San Gonzalo Mine, offset by lower ounces sold during 2020, as a result of the work stoppages due to the strike action & COVID-19.

 

All-in sustaining cash costs per silver equivalent payable ounce, including stand-by costs, for year to date 2020 was $17.24, compared to $16.73 for the same period 2019. The increase is a result of the factors mentioned above, higher overall general and administrative costs per ounce, as well as stand-by costs of $0.9 million incurred during Q3 2020.

 

Option Agreement – Silver Wolf Exploration Ltd. (formerly Gray Rock Resources Ltd.) (“Silver Wolf”)

   

During the nine months ended September 30, 2020, the Company announced an option agreement in which Silver Wolf was granted the exclusive right to acquire an 100% interest in the Ana Maria and El Laberinto properties in Mexico (the “Option”), in consideration of the issuance to Avino of share purchase warrants to acquire 300,000 common shares of Silver Wolf at an exercise price of $0.20 per share for a period of 36 months from the date of the TSX Venture Exchange’s final acceptance of the Option Agreement (the “Approval Date”). In order to exercise the Option, Silver Wolf will:

 

1.

Issue to Avino a total of $600,000 in cash or common shares of Silver Wolf as follows:

 

 

 

 

a.

$50,000 in common shares of Silver Wolf within 30 days of the Approval Date;

 

b.

A further $50,000 in cash or shares of Silver Wolf at Avino’s discretion on or before the first anniversary of the Approval Date;

 

c.

A further $100,000 in cash or shares of Silver Wolf at Avino’s discretion on or before the second anniversary of the Approval Date;

 

d.

A further $200,000 in cash or shares of Silver Wolf at Avino’s discretion on or before the third anniversary of the Approval Date; and

 

e.

A further $200,000 in cash or shares of Silver Wolf at Avino’s discretion on or before the fourth anniversary of the Approval Date; and

 

2.

Incur a total of $750,000 in exploration expenditures on the properties, as follows:

 

 

 

 

a.

$50,000 on or before the first anniversary of the Approval Date;

 

b.

A further $100,000 on or before the second anniversary of the Approval Date; and

 

c.

A further $600,000 on or before the fourth anniversary of the Approval Date.

 

 
4 | Page

 

    

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

     

Under the Option Agreement, the parties intend that the first two year’s payments ($200,000 in cash or shares), and first $150,000 in exploration work will be firm commitments by Silver Wolf. 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 is subject to the acceptance for filing on behalf of Silver Wolf by the TSX Venture Exchange

 

Avino Complies with the Mexican Government COVID-19 Order

 

Avino announced on April 2, 2020 that temporarily suspended operations to help fight against COVID-19 at the Avino Mine in Durango, Mexico. On June 1, 2020, Avino was approved by the Secretariat of Health to recommence regular mining activities in an orderly, gradual and cautious manner.

 

Consolidated Production Highlights

 

Q3 2020

Production by Mine

Tonnes Processed

Silver
Oz

Gold
Oz

Copper
Lbs

AgEq

Avino

-

-

-

-

-

Historic Above Ground Stockpiles

-

-

-

-

-

Consolidated

-

-

-

-

-

YTD 2020

Production by Mine

Tonnes Processed

Silver
Oz

Gold
Oz

Copper
Lbs

AgEq

Avino

199,575

312,819

1,916

2,263,082

835,370

Historic Above Ground Stockpiles

4,711

4,481

19

4,857

6,860

Consolidated

204,286

317,299

1,935

2,267,939

842,230

 

Q3 2020

Grade & Recovery by Mine

Grade
Ag g/t

Grade
Au g/t

Grade
Cu %

Recovery
Ag %

Recovery
Au %

Recovery
Cu %

Avino

-

-

-

-

-

-

Historic Above Ground Stockpiles

-

-

-

-

-

-

Consolidated

-

-

-

-

-

-

YTD 2020

Grade & Recovery by Mine

Grade
Ag g/t

Grade
Au g/t

Grade
Cu %

Recovery
Ag %

Recovery
Au %

Recovery
Cu %

Avino

54

0.40

0.58

90%

75%

88%

Historic Above Ground Stockpiles

59

0.31

0.15

50%

41%

31%

Consolidated

54

0.40

0.57

89%

74%

87%

 

 
5 | Page

 

  

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

      

Avino Mine Production Highlights

   

 

Q3

2020

Q3

2019

Change

%

 

2020

 

 

2019

 

Change

%

Total Mill Feed (dry tonnes)

-

122,208

-100%

199,575

319,837

-38%

Feed Grade Silver (g/t)

-

41

-100%

54

41

32%

Feed Grade Gold (g/t)

-

0.31

-100%

0.40

0.38

6%

Feed Grade Copper (%)

-

0.58

-100%

0.58

0.55

5%

Recovery Silver (%)

-

86%

-100%

90%

84%

7%

Recovery Gold (%)

-

73%

-100%

75%

71%

6%

Recovery Copper (%)

-

83%

-100%

88%

85%

4%

Total Silver Produced (oz)

-

139,419

-100%

312,819

356,626

-12%

Total Gold Produced (oz)

-

900

-100%

1,916

2,797

-31%

Total Copper Produced (Lbs)

-

1,307,622

-100%

2,263,082

3,269,687

-31%

Total Silver Equivalent Produced (oz)*

-

418,352

-100%

835,370

1,160,595

-29%

 

* In Q3 2020, AgEq was calculated using metals prices of $24.26 oz Ag, $1,909 oz Au and $2.96 lb Cu. In Q3 2019, AgEq was calculated using metals prices of $16.98 oz Ag, $1,472 oz Au and $2.63 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.

 

Avino Historic Above Ground Stockpile Production Highlights

   

 

Q3

2020

Q3

2019

Change

%

2020

2019

Change

%

Total Mill Feed (dry tonnes)

-

62,656

-100%

4,711

228,116

-98%

Feed Grade Silver (g/t)

-

47

-100%

59

57

4%

Feed Grade Gold (g/t)

-

0.33

-100%

0.31

0.40

-23%

Feed Grade Copper (%)

-

0.14

-100%

0.15

0.17

-12%

Recovery Silver (%)

-

56%

-100%

50%

55%

-9%

Recovery Gold (%)

-

54%

-100%

41%

53%

-23%

Recovery Copper (%)

-

39%

-100%

31%

36%

-14%

Total Silver Produced (oz)

-

52,941

-100%

4,481

232,116

-98%

Total Gold Produced (oz)

-

354

-100%

19

1,528

-98%

Total Copper Produced (Lbs)

-

74,302

-100%

4,857

311,052

-98%

Total Silver Equivalent Produced (oz) calculated*

-

95,665

-100%

6,860

419,623

-98%

 

* In Q3 2020, AgEq was calculated using metals prices of $24.26 oz Ag, $1,909 oz Au and $2.96 lb Cu. In Q3 2019, AgEq was calculated using metals prices of $16.98 oz Ag, $1,472 oz Au and $2.63 lb Cu.

 

As mentioned in our 2020 Production Outlook, we processed a small amount of AHAG material in the first half of Q1 2020 before the transition to 100% production from the Avino Mine.

  

 
6 | Page

 

  

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

     

Avino Mine Exploration

   

Plans continue for the Company’s 2020 exploration program and the Company is looking at all options to increase overall head grade.

 

Qualified Person(s)

 

Peter Latta, P.Eng, MBA, VP 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.

 

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.

 

 
7 | Page

 

   

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

  

The following table provides a reconciliation of net earnings financial statements to EBITDA and adjusted earnings, and includes the Company’s discontinued operations (see Note 3 of the condensed consolidated interim financial statements):

 

Expressed in 000’s of US$, unless otherwise noted

 

Q3 2020

 

 

Q3 2019

 

 

YTD 2020

 

 

YTD 2019

 

Net loss for the period

 

$ (4,589 )

 

$ (1,642 )

 

$ (6,097 )

 

$ (2,418 )

Depreciation and depletion

 

 

575

 

 

 

562

 

 

 

1,779

 

 

 

2,029

 

Interest income and other

 

 

(8 )

 

 

(150 )

 

 

(232 )

 

 

(385 )

Interest expense

 

 

4

 

 

 

13

 

 

 

22

 

 

 

53

 

Finance cost

 

 

41

 

 

 

6

 

 

 

175

 

 

 

2

 

Accretion of reclamation provision

 

 

26

 

 

 

82

 

 

 

75

 

 

 

250

 

Current income tax expense

 

 

28

 

 

 

63

 

 

 

90

 

 

 

246

 

Deferred income tax recovery

 

 

(327 )

 

 

(509 )

 

 

(487 )

 

 

(694 )

EBITDA

 

$ (4,250 )

 

$ (1,575 )

 

$ (4,675 )

 

$ (917 )

Fair value adjustment on warrant liability

 

 

(1,136 )

 

 

230

 

 

 

13

 

 

 

(346 )

Realized loss on warrants exercised

 

 

2,708

 

 

 

-

 

 

 

2,708

 

 

 

-

 

Share-based payments

 

 

692

 

 

 

230

 

 

 

1,062

 

 

 

643

 

Stand-by costs during strike action

 

 

875

 

 

 

-

 

 

 

875

 

 

 

-

 

Net realizable adjustment to inventory

 

 

-

 

 

 

273

 

 

 

-

 

 

 

387

 

Foreign exchange loss (gain)

 

 

446

 

 

 

706

 

 

 

1,701

 

 

 

561

 

Adjusted earnings

 

$ (665 )

 

$ (136 )

 

$ 1,684

 

 

$ 328

 

 

Cash cost per payable ounce, all-in sustaining cash cost per payable ounce, and cash flow per share

   

Cash cost per payable ounce, all-in sustaining cash cost per payable ounce, and cash flow per share 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, all-in sustaining cash cost per payable ounce, and cash flow per share 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, and are disclosed in addition to IFRS measures.

 

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 has adopted the reporting of “all-in sustaining cash cost per silver equivalent payable ounce”. This measure has no standardized meaning throughout the industry. However, it is intended to provide additional information. Avino presents all-in sustaining cash cost, because it believes that it more fully defines the total current cost associated with producing a silver equivalent payable ounce. Further, the Company believes that this measure allows investors of the Company to better understand its cost of producing silver equivalent payable ounces, and better assess the Company’s ability to generate cash flow from operations. Although the measure seeks to reflect the full cost per silver equivalent ounce of production from current operations, it does not include capital expenditures attributable to mine expansions, exploration, and evaluation costs attributable to growth projects, income tax payments, penalties, treatment and refining charges, and financing costs. In addition, the calculation of all-in sustaining cash costs does not include depreciation and depletion expense as it does not reflect the impact of expenditures incurred in prior periods.

   

 
8 | Page

 

  

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

     

The Company’s calculation of all-in sustaining cash costs includes sustaining capital expenditures of $250 for the three months ended September 30, 2020 (September 30, 2019 - $620) and $593 for the nine months ended September 30, 2020 (September 30, 2019 - $1,768), all of which is attributable to the Avino Mine. The Company has planned for sustaining capital expenditures for the remainder of 2020 in accordance with mine operating plans and expected equipment utilization levels. Although this measure is not representative of all of the Company’s cash expenditures, management believes that it is a useful measure in allowing it to analyze the efficiency of its mining operations.

 

The Company also presents cash flow per share, as it believes it assists investors and other stakeholders in evaluating the Company’s overall performance and its ability to generate cash flow from current operations. 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 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 due to rounding.

 

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.

   

The following tables reconcile cost of sales to cash cost per payable AgEq oz and all-in sustaining cash cost per payable AgEq oz for the three and nine months ended September 30, 2020 and 2019:

 

Expressed in 000’s of US$, unless otherwise noted

 

Avino

 

 

San Gonzalo

 

 

AHAG Stockpiles

 

 

Consolidated

 

 

 

Q3 2020

 

 

Q3 2019

 

 

Q3 2020

 

 

Q3 2019

 

 

Q3 2020

 

 

Q3 2019

 

 

Q3 2020

 

 

Q3 2019

 

Cost of sales

 

$ 2,848

 

 

$ 3,666

 

 

$ -

 

 

$ 1,692

 

 

$ -

 

 

$ 1,341

 

 

$ 2,848

 

 

$ 6,699

 

Inventory net realizable value adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

273

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

273

 

Stand-by costs during strike action

 

 

(875 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(875 )

 

 

-

 

Depletion and depreciation

 

 

(545 )

 

 

(439 )

 

 

-

 

 

 

(30 )

 

 

-

 

 

 

(87 )

 

 

(545 )

 

 

(556 )

Cash production cost

 

 

1,428

 

 

 

3,227

 

 

 

-

 

 

 

1,935

 

 

 

-

 

 

 

1,254

 

 

 

1,428

 

 

 

6,416

 

Payable silver equivalent ounces sold

 

 

113,703

 

 

 

232,724

 

 

 

-

 

 

 

49,129

 

 

 

-

 

 

 

221,889

 

 

 

113,703

 

 

 

503,742

 

Cash cost per silver equivalent ounce

 

$ 12.56

 

 

$ 13.86

 

 

$ -

 

 

$ 39.39

 

 

$ -

 

 

$ 5.66

 

 

$ 12.56

 

 

$ 12.74

 

General and administrative expenses

 

 

1,385

 

 

 

480

 

 

 

-

 

 

 

101

 

 

 

-

 

 

 

458

 

 

 

1,385

 

 

 

1,039

 

Treatment & refining charges

 

 

205

 

 

 

308

 

 

 

-

 

 

 

80

 

 

 

-

 

 

 

287

 

 

 

205

 

 

 

675

 

Penalties

 

 

173

 

 

 

469

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

395

 

 

 

173

 

 

 

864

 

Sustaining capital expenditures

 

 

250

 

 

 

620

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

250

 

 

 

620

 

Stand-by costs during strike action

 

 

875

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

875

 

 

 

-

 

Share-based payments and G&A depreciation

 

 

(722 )

 

 

(109 )

 

 

-

 

 

 

(23 )

 

 

-

 

 

 

(104 )

 

 

(722 )

 

 

(236 )

Cash operating cost

 

 

3,594

 

 

 

4,995

 

 

 

-

 

 

 

2,093

 

 

 

-

 

 

 

2,290

 

 

 

3,594

 

 

 

9,378

 

AISC per silver equivalent ounce

 

$ 31.61

 

 

$ 21.46

 

 

$ -

 

 

$ 42.60

 

 

$ -

 

 

$ 10.32

 

 

$ 31.61

 

 

$ 18.62

 

  

 
9 | Page

 

   

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

   

Expressed in 000’s of US$, unless otherwise noted

 

Avino

 

 

San Gonzalo

 

 

Historic Above

Ground Stockpiles

 

 

Consolidated

 

 

 

YTD 2020

 

 

YTD 2019

 

 

YTD 2020

 

 

YTD 2019

 

 

YTD 2020

 

 

YTD 2019

 

 

YTD 2020

 

 

YTD 2019

 

Cost of sales

 

$ 12,564

 

 

$ 12,128

 

 

$ -

 

 

$ 4,899

 

 

$ 610

 

 

$ 3,730

 

 

$ 13,174

 

 

$ 20,757

 

Inventory net realizable value adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

387

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

387

 

Stand-by costs during strike action

 

 

(875 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(875 )

 

 

-

 

Depletion and depreciation

 

 

(1,678 )

 

 

(1,257 )

 

 

-

 

 

 

(430 )

 

 

(14 )

 

 

(321 )

 

 

(1,692 )

 

 

(2,008 )

Cash production cost

 

 

10,011

 

 

 

10,871

 

 

 

-

 

 

 

4,856

 

 

 

596

 

 

 

3,409

 

 

 

10,607

 

 

 

19,136

 

Silver equivalent ounces sold

 

 

951,955

 

 

 

907,889

 

 

 

-

 

 

 

227,995

 

 

 

59,701

 

 

 

509,379

 

 

 

1,011,657

 

 

 

1,645,263

 

Cash cost per silver equivalent ounce

 

$ 10.52

 

 

$ 11.97

 

 

$ -

 

 

$ 21.30

 

 

$ 9.98

 

 

$ 6.69

 

 

$ 10.58

 

 

$ 11.63

 

General and administrative expenses

 

 

2,988

 

 

 

1,604

 

 

 

-

 

 

 

410

 

 

 

137

 

 

 

906

 

 

 

3,125

 

 

 

2,920

 

Treatment & refining charges

 

 

1,227

 

 

 

1,141

 

 

 

-

 

 

 

342

 

 

 

67

 

 

 

640

 

 

 

1,294

 

 

 

2,123

 

Penalties

 

 

1,967

 

 

 

1,431

 

 

 

-

 

 

 

-

 

 

 

121

 

 

 

805

 

 

 

2,088

 

 

 

2,236

 

Sustaining capital expenditures

 

 

593

 

 

 

1,768

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

593

 

 

 

1,768

 

Stand-by costs during strike action

 

 

875

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

875

 

 

 

-

 

Share-based payments and G&A

depreciation

 

 

(1,121 )

 

 

(366 )

 

 

-

 

 

 

(94 )

 

 

(28 )

 

 

(204 )

 

 

(1,149 )

 

 

(664 )

Cash operating cost

 

$ 16,540

 

 

$ 16,449

 

 

 

-

 

 

$ 5,514

 

 

 

893

 

 

$ 5,556

 

 

$ 17,433

 

 

$ 27,519

 

AISC per silver equivalent ounce

 

$ 17.37

 

 

$ 18.12

 

 

$ -

 

 

$ 24.19

 

 

$ 14.95

 

 

$ 10.91

 

 

$ 17.23

 

 

$ 16.73

 

 

The Company continues to review its expenditures and has been successful in the pursuit to achieve lower overhead costs, and continues to process the AHAG Stockpiles at profitable levels.

 

At the Avino Mine, costs for Q3 2020 have increased on a per ounce basis due to additional costs incurred and lower volume sold as a result of mine operations stoppage caused by Company’s unionized workers strike, when compared to Q3 2019, partially offset by higher metal prices in Q3 2020 when compared to Q3 2019, which led to higher ounces recovered and sold during Q3 2020

 

Cash Flow per Share

 

Cash flow per share is determined based on operating cash flows before movements in working capital, as illustrated in the consolidated statements of cash flows, divided by the basic and diluted weighted average shares outstanding during the period.

 

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

Operating cash flows before movements in working capital

 

$ (280 )

 

$ 262

 

Weighted average number of shares outstanding

 

 

 

 

 

 

 

 

Basic

 

 

81,027,129

 

 

 

67,743,695

 

Diluted

 

 

81,027,129

 

 

 

67,743,695

 

Cash Flow per Share – basic & diluted

 

$ 0.00

 

 

$ 0.00

 

 

 
10 | Page

 

   

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

     

Working Capital

 

 

 

September 30,

2020

 

 

December 31,

2019

 

Current assets

 

$ 22,939

 

 

$ 22,771

 

Current liabilities

 

 

(6,080 )

 

 

(9,562 )

Working capital

 

$ 16,859

 

 

$ 13,209

 

 

Results of Operations

 

Summary of Quarterly Results

   

(000’s)

 

2020

 

 

2020

 

 

2020

 

 

2019

 

 

2019

 

 

2019

 

 

2019

 

 

2018

 

Quarter ended

 

Sep 30
Q3

 

 

Jun 30
Q2

 

 

Mar 31
Q1

 

 

Dec 31
Q4

 

 

Sep 30
Q3

 

 

Jun 30
Q2

 

 

Mar 31
Q1

 

 

Dec 31
Q4

 

Revenue

 

$ 2,659

 

 

$ 4,840

 

 

$ 7,116

 

 

$ 10,426

 

 

$ 6,796

 

 

$ 7,813

 

 

$ 6,711

 

 

$ 8,268

 

Net income (loss) from all operations for the quarter

 

 

(4,589 )

 

 

(1,276 )

 

 

(232 )

 

 

(29,043 )

 

 

(1,642 )

 

 

(166 )

 

 

(610 )

 

 

981

 

Earnings (loss) per share from all operations - basic

 

$ (0.05 )

 

$ (0.02 )

 

$ (0.00 )

 

$ (0.38 )

 

$ (0.02 )

 

$ (0.00 )

 

$ (0.01 )

 

$ 0.02

 

Earnings (loss) per share from all operations - diluted

 

$ (0.05 )

 

$ (0.02 )

 

$ (0.00 )

 

$ (0.38 )

 

$ (0.02 )

 

$ (0.00 )

 

$ (0.01 )

 

$ 0.02

 

Total

Assets

 

$ 71,638

 

 

$ 70,970

 

 

$ 67,420

 

 

$ 72,571

 

 

$ 113,145

 

 

$ 110,660

 

 

$ 108,830

 

 

$ 108,588

 

  

 

·

Revenue decreased in Q3 2020 compared to previous quarters due to mine operations stoppage caused by the work stoppage and was partially offset by higher average realized metal prices.

 

 

 

 

·

Losses in Q3 2020 increased due primarily to lower than expected sales volume and higher costs attributable to mine operations stoppage caused by the work stoppage, as well as the realized loss on exercise of warrants of $2.7 million and unrealized fair value loss of $1.2 million in long term investments during this quarter as a result of a decrease in share price of Talisker Resources Ltd.

 

 

 

 

·

Total assets remained fairly consistent at September 30, 2020 compared to the previous three quarter ends. Overall, total assets have decreased compared to the quarters ended prior to December 31, 2019, as the Company sold Bralorne during Q4 2019.

   

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.

 

 
11 | Page

 

   

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

     

Three months ended September 30, 2020, compared to the three months ended September 30, 2019:

   

(000’s)

 

2020

 

 

2019

 

 

Note

 

Revenue from mining operations

 

$ 2,659

 

 

$ 6,796

 

 

 

1

 

Cost of sales

 

 

2,848

 

 

 

6,973

 

 

 

1

 

Mine operating loss

 

 

(189 )

 

 

(177 )

 

 

1

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

693

 

 

 

770

 

 

 

2

 

Share-based payments

 

 

692

 

 

 

230

 

 

 

2

 

Loss before other items

 

 

(1,574 )

 

 

(1,177 )

 

 

 

 

Other items

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

8

 

 

 

150

 

 

 

 

 

Gain (loss) on long-term investments

 

 

(1,231 )

 

 

16

 

 

 

3

 

Fair value adjustment on warrant liability

 

 

1,136

 

 

 

(230 )

 

 

4

 

Realized loss on exercise of warrants

 

 

(2,708 )

 

 

-

 

 

 

5

 

Unrealized foreign exchange loss

 

 

(446 )

 

 

(706 )

 

 

6

 

Finance costs

 

 

(41 )

 

 

(6 )

 

 

 

 

Accretion of reclamation provision

 

 

(26 )

 

 

(25 )

 

 

 

 

Interest expense

 

 

(4 )

 

 

(13 )

 

 

 

 

Net loss from continuing operations before income taxes

 

 

(4,886 )

 

 

(1,991 )

 

 

 

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

Current income tax expense

 

 

(28 )

 

 

(63 )

 

 

7

 

Deferred income tax recovery

 

 

327

 

 

 

509

 

 

 

7

 

Income tax recovery

 

 

299

 

 

 

446

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from continuing operations

 

$ (4,587 )

 

$ (1,545 )

 

 

8

 

Loss from discontinued operations and on disposal

 

 

(2 )

 

 

(97 )

 

 

 

 

Net loss

 

$ (4,589 )

 

$ (1,642 )

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share from continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

Basic & Diluted

 

$ (0.05 )

 

$ (0.02 )

 

 

8

 

Loss per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic & Diluted

 

$ (0.05 )

 

$ (0.02 )

 

 

8

 

 

1.

Revenues decreased for the three months ended September 30, 2020, compared to September 30, 2019, mainly due to lower ounces sold as a result of an unplanned temporary stoppage to mining operations caused by a strike action from the Company’s unionized workers at the Avino Mine. The lower revenues were partially offset by an increase in average realized metal prices as well as higher than expected grades and recoveries at the Avino Mine when compared with lower metal prices and grades in the same period for 2019.

 

 

 

 

Cost of sales for the three months ended September 30, 2020, were $2,848 compared to $6,973 for the three months ended September 30, 2019. The decrease in costs is mainly due to no tonnes mined and processed during the quarter, as a result of the unplanned temporary stoppage to mining operations caused by a strike action from the Company’s unionized workers at the Avino Mine, and also resulted in lower sales.

   

 

12 | Page

 

   

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

  

 

As a result of the factors above, the Company generated a mine operating loss of $189, compared to $177 during the three months ended September 30, 2019.

 

 

 

2.

General and administrative expenses for the three months ended September 30, 2020, totalled $693 compared to $770 for the three months ended September 30, 2019. The decrease reflects costs reduction initiatives made by management to maintain operations in good standing during the difficult conditions.

 

 

 

 

Increases to share-based payments are a result of the vesting of stock options and RSUs at higher valuations during the three months ended September 30, 2020, compared to the same period in 2019. This is a result of the increase in the Company’s share price during the three months ended September 30, 2020, as there were RSU and option grants during both Q3 2020 and Q3 2019.

 

 

 

3.

The loss on long term investments for the three months ended September 30, 2020, totalled $1,231 compared to a gain of $16 for the three months ended September 30, 2019. This is a direct result of the decrease in value of the Company’s investment in Talisker Resources Inc. (“Talisker”) during the quarter.

 

 

 

4.

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.

 

 

 

5.

During the quarter 4,195,072 warrants were exercised resulting in a non-cash realized loss on exercise of warrants of $2.7 million.

 

 

 

6.

Foreign exchange gains or losses result from transactions in currencies other than the Canadian dollar functional currency. During the three months ended September 30, 2020 the US dollar remained fairly constant in relation to the Canadian dollar and Mexican peso, resulting in a minimal foreign exchange loss.

 

 

 

7.

Current income tax expense was $28 for the three months ended September 30, 2020, compared to $63 in the three months ended September 30, 2019. Deferred income tax recovery was $327 for the three months ended September 30, 2020, compared to $509 in the comparative period. 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 for the three months ended September 30, 2020, primarily relate to movements in the tax bases and mining profits and/or losses in Mexico.

 

 

 

8.

As a result of the foregoing, net loss from continuing operations and net loss from operations for the three months ended September 30, 2020, was $4,587 and $4,589, respectively, compared to $1,545 and $1,642, respectively, for the three months ended September 30, 2019. The increase in loss resulted in a basic and diluted loss per share for continuing operations of $0.05, and all operations of $0.05, for the quarter ended September 30, 2020, compared to $0.02 in the comparative quarter.

 

 
13 | Page

 

  

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

     

Nine months ended September 30, 2020, compared to the nine months ended September 30, 2019:

   

(000’s)

 

2020

 

 

2019

 

 

Note

 

Revenue from mining operations

 

$ 14,615

 

 

$ 21,320

 

 

 

1

 

Cost of sales

 

 

13,174

 

 

 

21,145

 

 

 

1

 

Mine operating income

 

 

1,441

 

 

 

175

 

 

 

1

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

2,063

 

 

 

2,242

 

 

 

2

 

Share-based payments

 

 

1,062

 

 

 

643

 

 

 

2

 

Loss before other items

 

 

(1,684 )

 

 

(2,710 )

 

 

 

 

Other items

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

232

 

 

 

385

 

 

 

 

 

Gain (loss) on long-term investments

 

 

(181 )

 

 

17

 

 

 

 

 

Fair value adjustment on warrant liability

 

 

(13 )

 

 

346

 

 

 

3

 

Realized loss on exercise of warrants

 

 

(2,708 )

 

 

-

 

 

 

4

 

Unrealized foreign exchange loss

 

 

(1,701 )

 

 

(562 )

 

 

5

 

Finance costs

 

 

(175 )

 

 

(2 )

 

 

 

 

Accretion of reclamation provision

 

 

(75 )

 

 

(78 )

 

 

 

 

Interest expense

 

 

(22 )

 

 

(53 )

 

 

 

 

Net loss from continuing operations before income taxes

 

 

(6,327 )

 

 

(2,657 )

 

 

 

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

Current income tax expense

 

 

(90 )

 

 

(246 )

 

 

6

 

Deferred income tax recovery

 

 

487

 

 

 

694

 

 

 

6

 

Income tax recovery

 

 

397

 

 

 

448

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from continuing operations

 

$ (5,930 )

 

$ (2,209 )

 

 

8

 

Loss from discontinued operations and on disposal

 

 

(167 )

 

 

(209 )

 

 

7

 

Net loss

 

$ (6,097 )

 

$ (2,418 )

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share from continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

Basic & Diluted

 

$ (0.07 )

 

$ (0.03 )

 

 

8

 

Loss per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic & Diluted

 

$ (0.08 )

 

$ (0.04 )

 

 

8

 

 

 
14 | Page

 

   

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

     

1.

Revenues decreased for the nine months ended September 30, 2020, compared to September 30, 2019, mainly due to lower ounces sold as a result of a planned reduction in monthly sales due to the temporary shutdown due to COVID-19, as well as declining prices of silver and copper during March and April 2020. Revenues also decreased do to the unplanned temporary stoppage to mining operations caused by a strike action from the Company’s unionized workers at the Avino Mine during Q3 2020.

 

 

 

 

The lower revenues were partially offset by an increase in average realized metal prices in the latter part of Q2 2020, specifically in June and during Q3 2020.

 

 

 

 

Cost of sales for the nine months ended September 30, 2020, were $13,174 compared to $21,145 for the nine months ended September 30, 2019. As a result of the temporary shutdown due to COVID-19 and temporary mine operations stoppage caused by company’s unionized workers strike during Q3 2020, costs were lower overall due to lower than anticipated tonnes mined and processed, as well as sales initiatives to maximize realized prices per ounce.

 

 

 

 

As a result of the factors above, mine operating income increased to $1,441, compared to $175 during the nine months ended September 30, 2019, mostly due to the increase in metal prices in the period, as well as higher than expected grades and recoveries at the Avino Mine.

 

 

 

2.

General and administrative expenses for the nine months ended September 30, 2020, totalled $2,063 compared to $2,242 for the nine months ended September 30, 2019. The decrease reflects costs reduction initiatives made by management to maintain operations in good standing during the difficult market conditions.

 

 

 

 

Increases to share-based payments are a result of the vesting of stock options and RSUs at higher valuations during the nine months ended September 30, 2020, compared to the same period in 2019. This is a result of the increase in the Company’s share price from January 1 to September 30, 2020, as there were RSU and option grants during both Q3 2020 and Q3 2019.

 

 

 

3.

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.

 

 

 

4.

During the nine months ended September 30, 2020, 4,195,072 warrants were exercised resulting in a non-cash realized loss on exercise of warrants of $2.7 million.

 

 

 

5.

Foreign exchange gains or losses result from transactions in currencies other than the Canadian dollar functional currency. During the nine months ended September 30, 2020 and 2019, the US dollar appreciated in relation to the Mexican peso and Canadian dollar, resulting in an unrealized foreign exchange loss.

 

 

 

6.

Current income tax expense was $90 for the nine months ended September 30, 2020, compared to $246 in the nine months ended September 30, 2019. Deferred income tax recovery was $487 for the nine months ended September 30, 2020, compared to $694 in the comparative period. 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 for the nine months ended September 30, 2020, primarily relate to movements in the tax bases and mining profits and/or losses in Mexico.

 

 

 

7.

Loss from discontinued operations and on disposal was $167 for the nine months ended September 30, 2020, compared to $209 during the corresponding period in 2019. All movements are a result of the sale of Bralorne to Talisker in December 2019, with the movements in the current period reflecting the settlement of certain working capital items.

 

 
15 | Page

 

   

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

     

8.

As a result of the foregoing, net loss from continuing operations and net loss from operations for the nine months ended September 30, 2020, was $5,930 and $6,097, respectively, compared to $2,209 and $2,418, respectively, for the nine months ended September 30, 2019. The increase in loss resulted in a basic and diluted loss per share for both continuing of $0.07 and all operations of $0.08 for the period ended September 30, 2020, compared to $0.03 and $0.04, respectively, in the comparative period.

    

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 obtain the financing necessary to generate and sustain profitable 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 outside the Company’s control. There is no guarantee the Company will be able to secure any or all necessary financing in the future. The Company’s recent financing activities are summarized in the table below.

 

Intended Use of Proceeds

Actual Use of Proceeds

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 has begun to use the funds as intended. The Company will use the gross proceeds raised from the at-the-market offering and warrants exercised for advancing the development of other areas of the Avino mine, and its operations and production, and to a lesser extent, for general working capital.

 

In supporting mining operations in Mexico, the Company incurred expenditures of $0.2 million for exploration and evaluation activities, acquired property and equipment of $0.9 million, and made lease and loan repayments of $0.8 million during the nine months ended September 30, 2020.

 

In July 2019, the Company closed a bought-deal financing for gross proceeds of $3.5M, with the issuance of common shares.

 

As of the date of this MD&A, the Company had used, and was continuing to use, the funds as intended. There has been no impact on the ability of the Company to achieve its business objectives and milestones.

 

The Company intends to continue to explore its properties, as described above, subject to market conditions and the ability to continue to obtain suitable financing.

 

During 2019, the Company received gross proceeds of $2.9 million in connection with a brokered at-the-market offering issued under prospectus supplements.

 

As of the date of this MD&A, the Company had used, and was continuing to use, the funds as intended. There has been no impact on the ability of the Company to achieve its business objectives and milestones.

 

In May 2015, the Company entered into a master credit facility with Sandvik Customer Finance LLC for $5.0 million. The facility is being used to acquire equipment necessary for continuing exploration activities at the Avino and Bralorne Mines.

 

As of the date of this MD&A, the Company had used, and was continuing to use, the facility as intended, and there was $4.9 million in available credit remaining under the facility. There has been no impact on the ability of the Company to achieve its business objectives and milestones.

 

 

 
16 | Page

 

   

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

   

Discussion and analysis relating to the Company’s liquidity as at September 30, 2020, December 31, 2019 and September 30 2019, is as follows:

 

Statement of Financial Position

   

(000’s)

 

September 30,

2020

 

 

December 31,

2019

 

Cash

 

$ 12,493

 

 

$ 9,625

 

Working capital

 

 

16,859

 

 

 

13,209

 

Accumulated Deficit

 

 

(52,868 )

 

 

(47,204 )

 

Cash Flow

 

(000’s)

 

September 30,

2020

 

 

September 30,

2019

 

Cash generated (used in) by operating activities

 

$ (1,233 )

 

$ 644

 

Cash generated financing activities

 

 

5,161

 

 

 

6,252

 

Cash used in investing activities

 

 

(991 )

 

 

(7,181 )

Change in cash

 

 

2,937

 

 

 

(285 )

Effect of exchange rate changes on cash

 

 

(69 )

 

 

(86 )

Cash, beginning of period

 

 

9,625

 

 

 

3,252

 

Cash, end of period

 

$ 12,493

 

 

$ 2,881

 

 

Operating Activities

   

Cash used in operating activities for the nine months ended September 30, 2020, was $1.2 million compared to $0.6 million generated for the nine months ended September 30, 2019. Cash movements from operating activities can fluctuate with changes in net income, non-cash items, such as foreign exchange and deferred income tax expenses, and working capital.

 

Financing Activities

   

Cash generated by financing activities was $5.2 million for the nine months ended September 30, 2020, compared to cash generated by $6.2 million for the nine months ended September 30, 2019. Cash generated by financing activities for the nine months ended September 30, 2020, relates to the issuance of shares for cash, by way of at-the-market sales and the exercise of warrants. Cash used in financing activities relates to the repayment of the term facility, as well as on its existing equipment loans and finance leases for mining equipment.  

  

 
17 | Page

 

     

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

     

During the nine months ended September 30, 2020, the Company received net proceeds from issuance of shares for cash of $4.7 million (September 30, 2019 - $7.3 million), received proceeds from warrants exercise by $3.7 million (September 30, 2019 - $Nil). The Company also made term facility repayments of $2.5 million (September 30, 2019 - $Nil) and made finance lease and equipment loan payments totalling $0.8 million (September 30, 2019 - $1.1 million).

 

Investing Activities

   

Cash used in investing activities for the nine months ended September 30, 2020, was $0.9 million compared to $7.2 million for the nine months ended September 30, 2019. Cash generated from the proceeds of sale of common shares in Talisker totalled $1.3 million (September 30, 2019 - $Nil). Proceeds were re-invested through the exercise of share purchase warrants in Talisker, totalling $1.2 million (September 30, 2019 - $Nil).

 

Other financing activities the nine months ended September 30, 2020, includes cash capital expenditures of $0.9 million (September 30, 2019 - $2.6 million) on the acquisition of property and equipment. During the nine months ended September 30, 2020, the Company also incurred cash capital expenditures of $0.2 million (September 30, 2019 - $4.7 million) on exploration and evaluation activities including drilling expenditures.

 

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 three and nine months ended September 30, 2020 and 2019 were as follows:

  

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Salaries, benefits, and consulting fees

 

$ 190

 

 

$ 176

 

 

$ 523

 

 

$ 527

 

Share-based payments

 

 

249

 

 

 

196

 

 

 

625

 

 

 

545

 

 

 

$ 439

 

 

$ 372

 

 

$ 1,148

 

 

$ 1,072

 

 

 

(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 related parties:

   

 

 

September 30,

2020

 

 

December 31,

2019

 

Oniva International Services Corp.

 

$ 102

 

 

$ 105

 

Directors

 

 

45

 

 

 

51

 

 

 

$ 147

 

 

$ 156

 

 

 
18 | Page

 

     

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

       

 

(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. 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 three and nine months ended September 30, 2020 and 2019, are summarized below:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Salaries and benefits

 

$ 143

 

 

$ 125

 

 

$ 461

 

 

$ 506

 

Office and miscellaneous

 

 

43

 

 

 

57

 

 

 

208

 

 

 

207

 

Exploration and evaluation assets

 

 

-

 

 

 

51

 

 

 

-

 

 

 

169

 

 

 

$ 186

 

 

$ 233

 

 

$ 669

 

 

$ 882

 

 

 

 

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 nine months ended September 30, 2020, the Company paid $166 (September 30, 2019 - $169) to ICC.

  

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 term facility, 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.

 

 

 

 

 

 

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 four (December 31, 2019 – six) counterparties (see Note 20). 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 September 30, 2020, no amounts were held as collateral.

 

 
19 | Page

 

    

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

     

 

(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 September 30, 2020, in the amount of $12,493 and working capital of $16,859 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 term facility, equipment loans, 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 September 30, 2020, are summarized as follows:

 

 

 

Total

 

 

Less Than

1 Year

 

 

1-5 years

 

 

More Than 5 Years

 

Accounts payable and accrued liabilities

 

$ 2,182

 

 

$ 2,182

 

 

$ -

 

 

$ -

 

Amounts due to related parties

 

 

147

 

 

 

147

 

 

 

-

 

 

 

-

 

Minimum rental and lease payments

 

 

26

 

 

 

7

 

 

 

16

 

 

 

3

 

Term facility

 

 

3,423

 

 

 

3,423

 

 

 

-

 

 

 

-

 

Equipment loans

 

 

129

 

 

 

129

 

 

 

-

 

 

 

-

 

Finance lease obligations

 

 

597

 

 

 

288

 

 

 

309

 

 

 

-

 

Total

 

$ 6,504

 

 

$ 6,176

 

 

$ 325

 

 

$ 3

 

 

 

(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 exposed to interest rate risk primarily on its outstanding term facility, as the interest rate is subject to floating rates of interest. A 10% change in the interest rate would not a result in a material impact on the Company’s operations.

 

 
20 | Page

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

    

 

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:

 

 

 

September 30, 2020

 

 

December 31, 2019

 

 

 

MXN

 

 

CDN

 

 

MXN

 

 

CDN

 

Cash

 

$ 863

 

 

$ 3,611

 

 

$ 2,780

 

 

$ 5,902

 

Long-term investments

 

 

-

 

 

 

5,238

 

 

 

-

 

 

 

5,599

 

Reclamation bonds

 

 

-

 

 

 

6

 

 

 

-

 

 

 

6

 

Amounts receivable

 

 

-

 

 

 

20

 

 

 

-

 

 

 

54

 

Accounts payable and accrued liabilities

 

 

(43,027 )

 

 

(234 )

 

 

(51,307 )

 

 

(442 )

Amount due to related parties

 

 

-

 

 

 

(196 )

 

 

-

 

 

 

(202 )

Finance lease obligations

 

 

(545 )

 

 

(471 )

 

 

(1,037 )

 

 

(522 )

Net exposure

 

 

(42,709 )

 

 

7,974

 

 

 

(49,564 )

 

 

10,395

 

US dollar equivalent

 

$ (1,901 )

 

$ 5,978

 

 

$ (2,627 )

 

$ 8,004

 

 

 

Based on the net US dollar denominated asset and liability exposures as at September 30, 2020, a 10% fluctuation in the US/Mexican and Canadian/US exchange rates would impact the Company’s earnings for the nine months ended September 30, 2020, by approximately $353 (year ended December 31, 2019 - $465). 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 September 30, 2020, 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 $42 (December 31, 2019 - $70).

 

 

 

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 September 30, 2020, a 10% change in market prices would have an impact on net earnings (loss) of approximately $393 (December 31, 2019 - $467).

 

 

 

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.

 

 
21 | Page

 

    

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

    

 

(d)

Classification of Financial Instruments

 

 

 

 

IFRS 7 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 September 30, 2020:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets

 

 

 

 

 

 

 

 

 

Cash

 

$ 12,493

 

 

$ -

 

 

$ -

 

Amounts receivable

 

 

-

 

 

 

1,044

 

 

 

-

 

Long-term investments

 

 

3,927

 

 

 

-

 

 

 

-

 

Total financial assets

 

$ 16,420

 

 

$ 1,044

 

 

$ -

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liability

 

 

-

 

 

 

-

 

 

 

(1,550 )

Total financial liabilities

 

$ -

 

 

$ -

 

 

$ (1,550 )

 

Risks associated with Public Health Crises, including COVID-19

 

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 has 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. In addition, the current COVID-19 pandemic, and 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.

 

The Company may experience business interruptions, including suspended (whether government mandated or otherwise) or reduced operations relating to COVID-19 and other such events outside of the Company’s control, which could have a material adverse impact on its business, operations and operating results, financial condition and liquidity.

 

As at the date of this MD&A, the duration of the business disruptions internationally and related financial impact of COVID-19 cannot be reasonably estimated. It is unknown whether and how the Company may be affected if the pandemic persists for an extended period of time. In particular, the region in which we operate may not have sufficient public infrastructure to adequately respond or efficiently and quickly recover from such event, which could have a materially adverse effect on the Company’s operations. The Company’s exposure to such public health crises also includes risks to employee health and safety. Should an employee, contractor, community member or visitor become infected with a serious illness that has the potential to spread rapidly, this could place the Company’s workforce at risk.

 

 
22 | Page

 

    

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

 

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 the Transactions with Related Parties section.

 

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:

 

 

 

September 30,

2020

 

 

December 31,

2019

 

Not later than one year

 

$ 7

 

 

$ 1,269

 

Later than one year and not later than five years

 

 

16

 

 

 

20

 

Later than five years

 

 

3

 

 

 

5

 

 

 

$ 26

 

 

$ 1,294

 

 

Included in the above amount as at September 30, 2020, is the Company’s commitment to incur flow-through eligible expenditures of $Nil (December 31, 2019 - $1,262 (C$1,639)) that must be incurred in Canada.

 

Outstanding Share Data

 

The Company’s authorized share capital consists of an unlimited number of common shares without par value.

 

As at November 9, 2020, the following common shares, warrants, and stock options were outstanding:

 

 

 

Number of shares

 

 

Exercise price

 

 

Remaining life (years)

 

Share capital

 

 

89,568,682

 

 

 

-

 

 

 

-

 

Warrants (US$)

 

 

2,980,774

 

 

$ 0.80

 

 

 

2.88

 

RSUs

 

 

2,874,000

 

 

 

-

 

 

0.80 – 2.73

 

Stock options

 

 

3,612,000

 

 

C$0.79 - C$2.95

 

 

0.81 – 4.74

 

Fully diluted

 

 

99,035,456

 

 

 

 

 

 

 

 

 

 

The following are details of outstanding stock options as at September 30, 2020 and November 9, 2020:

 

Expiry Date

 

Exercise Price Per Share

 

Number of Shares Remaining Subject to Options

(September 30, 2020)

 

 

Number of Shares Remaining Subject to Options
(November 8, 2020)

 

September 2, 2021

 

C$2.95

 

 

370,000

 

 

 

370,000

 

September 20, 2022

 

C$1.98

 

 

930,000

 

 

 

930,000

 

August 28, 2023

 

C$1.30

 

 

325,000

 

 

 

325,000

 

August 21, 2024

 

C$0.79

 

 

287,000

 

 

 

287,000

 

August 4, 2025

 

C$1.64

 

 

1,700,000

 

 

 

1,700,000

 

Total:

 

 

 

 

3,612,000

 

 

 

3,612,000

 

 

 
23 | Page

 

    

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

    

The following are details of outstanding warrants as at September 30, 2020 and November 9, 2020:

 

Expiry Date

 

Exercise Price Per Share

 

 

Number of Underlying Shares

(September 30, 2020)

 

 

Number of Underlying Shares
(November 8, 2020)

 

September 25, 2023

 

$ 0.80

 

 

 

2,980,774

 

 

 

2,980,774

 

Total:

 

 

 

 

 

 

2,980,774

 

 

 

2,980,774

 

 

The following are details of outstanding RSUs as at September 30, 2020 and November 8, 2020:

 

Expiry Date

 

Number of Shares Remaining Subject to RSUs

(September 30, 2020)

 

 

Number of Shares Remaining Subject to RSUs

(November 8, 2020)

 

August 28, 2021

 

 

288,000

 

 

 

288,000

 

August 21, 2022

 

 

1,105,000

 

 

 

1,105,000

 

August 4, 2023

 

 

1,481,000

 

 

 

1,481,000

 

Total:

 

 

2,874,000

 

 

 

2,874,000

 

 

Subsequent Events

 

Mining Operations

 

Subsequent to September 30, 2020, the Company reported that an agreement has been reached with members from the Mexican mining union who had previously blocked the entrance to the Avino Mine. As a result, the Company has commenced plans to restart mining and mill processing operations.

 

Disclosure Controls and Procedures

 

Management has designed and 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 has concluded that, based on its evaluation, they are effective as of September 30, 2020, to provide reasonable assurance that material information relating to the Company and its consolidated subsidiaries is made known to management and disclosed in accordance with applicable securities regulations.

 

Internal Controls 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. 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; 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. 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.

 

 
24 | Page

 

    

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

   

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.

 

Management 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 September 30, 2020, the Company’s internal controls over financial reporting, as defined in NI 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings, are effective to achieve the purpose for which they have been designed.

 

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 November 9, 2020. 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.

 

 
25 | Page

 

EXHIBIT 99.3

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, David Wolfin, Chief Executive Officer, of Avino Silver & Gold Mines Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Avino Silver & Gold Mines Ltd. (the “issuer”) for the interim period ended September 30, 2020.

 

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

 

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

 

 

 

 

 

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

 

 

 

 

 

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

 

 

 

(b)

designed ICFR, or caused it 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 the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

 

5.2

ICFR – material weakness relating to design N/A

 

 

5.3

Limitation on scope of design - N/A

 

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2020 and ended on September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

  

Date: November 9, 2020

 

“David Wolfin”

_______________________

David Wolfin

Chief Executive Officer

EXHIBIT 99.4

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Nathan Harte, Chief Financial Officer, of Avino Silver & Gold Mines Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Avino Silver & Gold Mines Ltd. (the “issuer”) for the interim period ended September 30, 2020.

 

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

 

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

 

 

 

 

 

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

 

 

 

 

 

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

 

 

 

(b)

designed ICFR, or caused it 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 the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

 

5.2

ICFR – material weakness relating to design N/A

 

 

5.3

Limitation on scope of design - N/A

 

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2020 and ended on September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

  

Date: November 9, 2020

 

“Nathan Harte”

_______________________

Nathan Harte

Chief Financial Officer