UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Avino Silver & Gold Mines Ltd. |
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(Name of Issuer) |
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Common Shares, no par value |
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(Title of Class of Securities) |
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053906103
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(CUSIP Number) |
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December 31, 2022 |
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(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the
Notes).
CUSIP No. 053906103
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1 |
NAMES OF REPORTING PERSONS.
Coeur Mining, Inc.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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(b)
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5 |
SOLE VOTING POWER
21,000,000(1)
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6 |
SHARED VOTING POWER
0
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SOLE DISPOSITIVE POWER
21,000,000(1)
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8 |
SHARED DISPOSITIVE POWER
0
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
21,000,000(1)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.0%(2)
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12 |
TYPE OF REPORTING PERSON
CO
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(1) Consists of 14,000,000 shares issued to Coeur Mining, Inc. in
accordance with that certain Share Purchase Agreement, dated as of
October 27, 2021, and 7,000,000 shares issuable in accordance with
that certain Common Share Purchase Warrant, dated as of March 21,
2022.
(2) The percentages set forth above and in the rest of this
Schedule 13G are calculated based upon an aggregate of
123,243,211
common shares outstanding, comprised of (i) 102,243,211 Common
Shares outstanding as of December 31, 2021 as reported in the
Issuer’s Annual Report on Form 20-F filed with the Securities and
Exchange Commission on March 30, 2022 and (ii) 14,000,000 shares
issued to Coeur Mining, Inc. in accordance with that certain Share
Purchase Agreement, dated as of October 27, 2021, and 7,000,000
shares issuable in accordance with that certain Common Share
Purchase Warrant, dated as of March 21, 2022.
CUSIP No. 053906103
Item 1(a). Name
of Issuer:
Avino Silver &
Gold Mines Ltd.
Item 1(b). Address
of Issuer’s Principal Executive Offices:
570 Granville Street
Suite 900
Vancouver, British Columbia
V6C 3P1, Canada
Item 2(a). Name
of Persons Filing:
Coeur
Mining, Inc.
Item 2(b). Address
of Principal Business Office, or if None, Residence:
200 S. Wacker Drive, Suite 2100
Chicago,
Illinois 60606
Item 2(c). Citizenship:
Delaware
Item 2(d). Title
of Class of Securities:
Common
Shares, no par value
Item 2(e). CUSIP
Number:
053906103
Item 3. Not
applicable.
Item 4. Ownership.
(a) Amount beneficially owned: See
responses to Item 9 on the attached cover page.
(b) Percent of class: See responses to Item
11 on the attached cover page.
(c) Number of shares as to which the person
has:
(i) Sole power to direct the vote: See
responses to Item 5 on the attached cover page.
(ii) Shared power to direct the vote: See
responses to Item 6 on the attached cover page.
(iii) Sole power to dispose or to direct
the disposition of: See responses to Item 7 on the attached
cover
page.
(iv) Shared power to dispose or to direct
the disposition of: See responses to Item 8 on the attached cover
page.
CUSIP No. 053906103
Item 5. Ownership
of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has
ceased to be the beneficial owner of more than 5 percent of the
class of securities, check the following
o.
Item
6. Ownership
of More Than Five Percent on Behalf of Another Person.
Not
Applicable.
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company or Control Person.
Not
Applicable.
Item 8. Identification
and Classification of Members of the Group.
Not
Applicable.
Item 9. Notice
of Dissolution of Group.
Not
Applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §
240.14a-11.
CUSIP No. 053906103
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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COEUR MINING, INC. |
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Date: February 14, 2023 |
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By:
/s/ Thomas S. Whelan
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Name: Thomas S. Whelan |
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Title: Senior Vice President and Chief Financial
Officer |
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