**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 20-F/A**

**(Amendment No. 1)**

 

| o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|------------------------------------------------------------------------------------------------|

 

or

 

| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended **December 31, 2016** |
|---|-----------------------------------------------------------------------------------------------------------------------------------------------|

 

or

 

| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to ________________ |
|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

or

 

| o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report______________ |
|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Commission File Number **001-35254**

 

| **AVINO SILVER & GOLD MINES LTD.**                 |
|--------------------------------------------------------|
| (Exact name of Registrant as specified in its charter) |

 

**Not Applicable**

(Translation of Registrant’s name into English)

 

**British Columbia, Canada**

(Jurisdiction of incorporation or organization)

 

**570 Granville Street, Suite 900 Vancouver, British Columbia V6C 3P1, Canada**

(Address of principal executive offices)

 

**David Wolfin, 570 Granville Street, Suite 900 Vancouver, British Columbia V6C 3P1, Canada,**

**Tel: 604-682-3701, Email: dwolfin@avino.com**

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

| **Common Shares, without Par Value** |   | **NYSE AMERICAN**                         |
|--------------------------------------|--------|-------------------------------------------|
| Title of Each Class                  |   | Name of Each Exchange on Which Registered |

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

**Not Applicable**

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

**Not Applicable**

(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

**There were 27,488,834 common shares, without par value, issued and outstanding as of December 31, 2016.**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes    x No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes    x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes    o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes    o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large Accelerated Filer | o | Accelerated Filer | o | Non-Accelerated Filer | x |
|-------------------------|---|-------------------|---|-----------------------|---|

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

| U.S. GAAP o | International Financial Reporting Standards as issued by the International Accounting Standards Board x | Other o |
|-------------|---------------------------------------------------------------------------------------------------------|---------|

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 x

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

**(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)**

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

 

    

**Explanatory Note**

 

Avino Silver & Gold Mines Ltd. (the “Company”) is filing this Amendment No. 1 on Form 20-F/A (“Amendment”) to the Company’s annual report on Form 20-F for the year ended December 31, 2016 (“Form 20-F”), as filed with the Securities and Exchange Commission (“SEC”) on March 10, 2017 to file Exhibit 13.3, Consent of Independent Registered Public Accounting Firm, which in the original Form 20-F inadvertently omitted dates.

  2  

 

**Item 19. Exhibits**

 

**Exhibit Number**

** **

**Exhibit**

 

 

 
13.3
 
Consent of Manning Elliott LLP

 

 3  

 

**SIGNATURE**

 

The registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 1 to Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

 

|                   | **AVINO SILVER & GOLD MINES LTD.** |                               |
|------------------------|----------------------------------------|-------------------------------|
|                        |                                        |                               |   |
| Date: January 16, 2018 | By:                                    | */s/ David Wolfin*            |  |
|                        |                                   | David Wolfin                  |  |
|                        |                                   | Chief Executive Officer       |  |
|                        |                                   | (Principal Executive Officer) |  |

 

 

4