Avino Announces Filing of Final Base Shelf Prospectus

Rhea-AI Summary

Avino (NYSE American: ASM) filed a final short form base shelf prospectus dated February 12, 2026 and a corresponding Form F-10 registration statement in the U.S.

The Registration Statement is expected to become effective on or about February 19, 2026, enabling offers of common shares, warrants, units, subscription receipts or debt for a 37-month period. The company withdrew its prior May 26, 2025 shelf and will not distribute further securities under the November 25, 2025 prospectus supplement.

Positive

• Approved 37-month shelf enabling flexible capital raising
• Shelf covers multiple instruments: shares, warrants, units, receipts, debt
• U.S. Form F-10 registration filed; expected U.S. effectiveness Feb 19, 2026

Negative

• Company withdrew prior May 26, 2025 shelf and suspended Nov 25, 2025 supplement distributions
• Shelf allows potential dilution if securities are issued under the prospectus

Key Figures

Shelf prospectus date: February 12, 2026 Shelf effectiveness period: 37 months Prior shelf date: May 26, 2025 +2 more

5 metrics

Shelf prospectus date February 12, 2026 Date of final short form base shelf prospectus

Shelf effectiveness period 37 months Period the Shelf Prospectus remains effective under WKSI Regime

Prior shelf date May 26, 2025 Previously filed short form base shelf prospectus being withdrawn

ATM supplement date November 25, 2025 Prospectus supplement under which no further securities will be distributed

Expected F-10 effectiveness February 19, 2026 Expected effectiveness date of Form F-10 registration statement

Market Reality Check

Price: $9.29 Vol: Volume 6,302,065 is below...

low vol

$9.29 Last Close

Volume Volume 6,302,065 is below the 20-day average of 9,529,801, indicating no outsized trading reaction before this filing. low

Technical Shares at 9.285 are trading above the 200-day MA of 4.88 but 22.55% below the 52-week high.

Peers on Argus

ASM was at 9.285 with a -9.82% move, while peers like MUX (-6.84%), ITRG (-8.49%...

ASM was at 9.285 with a -9.82% move, while peers like MUX (-6.84%), ITRG (-8.49%), MTA (-7.24%), and NEXA (-8.46%) also showed declines. Momentum scanner did not flag a coordinated sector move.

Historical Context

5 past events · Latest: Feb 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 05	Board appointment	Positive	-13.7%	Added director with 35 years of mining and reclamation experience.
Jan 26	Drilling results	Positive	-0.1%	High‑grade La Preciosa intercepts exceeding grade expectations in 2025 program.
Jan 22	Production update	Positive	+13.5%	Met FY2025 production guidance with strong La Preciosa contribution and cash.
Nov 26	ATM renewal	Negative	+7.6%	Renewed and increased US$60M ATM equity program for share sales.
Nov 06	Q3 2025 earnings	Positive	+3.6%	Record Q3 profitability, higher revenue, strong cash and no debt reported.

Pattern Detected

Recent news often skews positive fundamentally, but price reactions have been mixed with several divergences, including selloffs on management and drilling updates.

Recent Company History

Over the last few months, Avino reported record Q3 2025 profitability with revenue of $21.0M, net income of $7.7M, and reiterated guidance of 2.5–2.8M AgEq oz. FY2025 production of 2.606M AgEq oz met guidance, supported by La Preciosa’s contribution of 48,244 silver oz. The company renewed a US$60M ATM program and later added an experienced director with 35 years in mining. Despite generally constructive fundamentals, shares have sometimes sold off on positive updates, underscoring uneven news-to-price alignment.

Market Pulse Summary

This announcement establishes a final base shelf prospectus and corresponding Form F-10, enabling Av...

Analysis

This announcement establishes a final base shelf prospectus and corresponding Form F-10, enabling Avino to issue various securities over a 37‑month period in Canada and the U.S. under the WKSI regime. It replaces a prior shelf dated May 26, 2025 and halts distributions under a November 25, 2025 supplement. Investors may focus on how future prospectus supplements define specific security types, offering structures, and use of proceeds relative to recent operational and financial progress.

Key Terms

short form base shelf prospectus, well-known seasoned issuers, wk­si regime, form f-10, +3 more

7 terms

short form base shelf prospectus regulatory

"filed a final short form base shelf prospectus dated February 12, 2026"

A short form base shelf prospectus is a pre-approved, reusable document that lets a company register a pool of securities (like stocks or bonds) it can sell over time without repeating a full disclosure process each time. Think of it as a menu the company files once so it can quickly offer items from that menu later; investors care because it speeds up capital raises, can dilute existing holdings, and signals the company’s ability to access funding when needed.

well-known seasoned issuers regulatory

"for "well-known seasoned issuers" (as such term is defined in NI 44-102)"

A well-known seasoned issuer is a company that regulators recognize as large, established and regularly filing required financial reports, which gives it special, faster access to the public capital markets and more flexible ways to offer securities. For investors, the label signals that the company is a frequent, transparent borrower with easier access to cash—like a trusted frequent flyer getting priority booking—which can mean quicker fundraising, potential dilution risk, and generally greater regulatory scrutiny.

wk­si regime regulatory

"remains effective under the WKSI Regime (subject to compliance with certain requirements)"

A WKSI regime is a set of regulatory rules that lets large, established public companies register securities in advance and sell them quickly with less paperwork, similar to a pre-approved credit line that speeds borrowing. For investors, it matters because it enables those companies to raise cash or issue shares fast, which can dilute existing holdings or signal strategic moves; it also implies the issuer meets higher disclosure and size standards.

form f-10 regulatory

"A corresponding registration statement on Form F-10 has been filed"

Form F-10 is a standardized prospectus document filed with Canadian securities regulators when a Canadian company offers shares or other securities to the public. It lays out the company’s business, financial results, management, and risks—like a detailed product label that helps investors compare what they’re buying and understand potential downsides. For investors, the form matters because it provides the core information needed to evaluate the safety, value and terms of a public securities offering.

united states securities act of 1933 regulatory

"under the United States Securities Act of 1933, as amended"

A federal law that requires companies to provide clear, written information when they sell stocks, bonds or other investment securities to the public, and that outlaws misleading claims or fraud in those offerings. It matters to investors because it forces sellers to lay out the key facts — like a detailed menu for an unfamiliar restaurant — so buyers can compare options, understand risks, and rely on a legal framework if important information is omitted or deceptive.

multijurisdictional disclosure system regulatory

"under the U.S./Canada Multijurisdictional Disclosure System"

A multijurisdictional disclosure system is a regulatory framework that lets a company file one set of official documents and have them accepted by regulators in multiple countries, rather than preparing separate filings for each place. For investors, it means faster, more consistent access to a company’s financial reports and material news across borders, reducing delays and making it easier to compare information the way a single, shared form simplifies multiple applications.

at-the-market distributions financial

"may include public offerings, strategic investments or "at-the-market distributions""

Sales of newly issued shares made gradually into the open market at whatever price buyers are currently paying, typically arranged through a broker rather than a single fixed-price offering. Investors should care because these steady sales increase the number of shares outstanding and can dilute existing holders and influence supply and price—similar to a vendor adding more tickets to resale at the current box-office rate, providing flexible funding but potentially easing upward price pressure.

AI-generated analysis. Not financial advice.

VANCOUVER, BC / ACCESS Newswire / February 13, 2026 / Avino Silver & Gold Mines Ltd. (ASM:TSX/NYSE American, GV6:FSE; "Avino" or the "Company") announces that it has filed a final short form base shelf prospectus dated February 12, 2026 (the "Shelf Prospectus") with the securities commissions in each of the provinces and territories of Canada, with the exception of Québec, pursuant to Part 9B of National Instrument 44-102 Shelf Distributions ("NI 44-102"), which establishes an expedited shelf prospectus regime for "well-known seasoned issuers" (as such term is defined in NI 44-102) (the "WKSI Regime"). A corresponding registration statement on Form F-10 has been filed with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended, and the U.S./Canada Multijurisdictional Disclosure System (the "Registration Statement") and is expected to become effective on or about February 19, 2026 under the U.S./Canada Multijurisdictional Disclosure System. In accordance with the Companion Policy to NI 44-102, the Company is withdrawing its previously filed short form base shelf prospectus dated May 26, 2025 and will not distribute further securities pursuant the prospectus supplement dated November 25, 2025.

The Shelf Prospectus and Registration Statement will allow the Company to offer and issue common shares, warrants, subscription receipts, units, debt securities, or any combination of such securities (collectively, the "Securities") during the 37-month period that the Shelf Prospectus remains effective under the WKSI Regime (subject to compliance with certain requirements).

Securities may be offered under the Shelf Prospectus (and corresponding Registration Statement) separately or together, offered in amounts, at prices and on terms to be determined based on market conditions at the time of sale and, subject to applicable regulations, may include public offerings, strategic investments or "at-the-market distributions" (as defined in NI 44-102 and Rule 415 of the United States Securities Act of 1933, as amended). The specific terms of any offering of Securities, if any, including the use of proceeds from such offering, will be set forth in a prospectus supplement to the Shelf Prospectus pertaining to such offering to be filed with applicable securities regulatory authorities.

Copies of the Shelf Prospectus and Registration Statement may be obtained on request without charge from the Company at Suite 900-570 Granville St., Vancouver, British Columbia, V6C 3P1, Canada, telephone (604) 682-3701 and can be found under the Company's SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov, respectively.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these Securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Avino:

Avino is a silver producer from its wholly owned Avino Mine near Durango, Mexico. The Company's silver, gold and copper production remains unhedged. The Company intends to maintain long-term sustainable and profitable mining operations to reward shareholders and the community alike through our growth at the historic Avino Property and the strategic acquisition of the adjacent La Preciosa which was finalized in Q1 2022. Early in 2024, the Pre-feasibility Study on the Oxide Tailings Project was completed. This study is a key milestone in our growth trajectory. Avino has been included in the Toronto Stock Exchange's 2025 TSX30™. Avino has distinguished itself by reaching the 5th position on the TSX30 2025 ranking. As part of Avino's commitment to adopting sustainable practices, we have been operating a dry-stack tailings facility for more than two years with excellent results. We are committed to managing all business activities in a safe, environmentally responsible, and cost-effective manner, while contributing to the well-being of the communities in which we operate. We encourage you to connect with us on X at @Avino_ASM and on LinkedIn at Avino Silver & Gold Mines. To view the Avino Mine VRIFY tour, please click here.

This news release contains "forward-looking information" and "forward-looking statements" (together, the "forward looking statements") within the meaning of applicable Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995. This information and these statements, referred to herein as "forward- looking statements" are made as of the date of this document. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the distribution of Securities, if any, under a prospectus supplement to the Shelf Prospectus, and any anticipated benefits associated therewith, and the effective date of the Registration Statement. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "plans", "projects", "estimates", "envisages", "assumes", "intends", "strategy", "goals", "objectives" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. These forward-looking statements are made as of the date of this news release. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated in or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. While we have based these forward-looking statements on our expectations about future events at the date that such statements were prepared, the statements are not a guarantee that such future events will occur and are subject to risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements.

For Further Information, Please Contact:

Investor Relations Tel: 604-682-3701
Email: IR@avino.com

SOURCE: Avino Silver & Gold Mines Ltd.

View the original press release on ACCESS Newswire

FAQ

What did Avino (ASM) file on February 12, 2026?

Avino filed a final short form base shelf prospectus and a Form F-10 registration statement. According to the company, the filings permit offerings of equity, warrants, units, subscription receipts or debt under the WKSI regime.

When is Avino's Form F-10 expected to become effective for ASM?

The Form F-10 registration statement is expected to become effective on or about February 19, 2026. According to the company, effectiveness would allow U.S. distributions under the U.S./Canada Multijurisdictional Disclosure System.

How long will Avino's new shelf prospectus for ASM remain effective?

The shelf prospectus remains effective for 37 months under the WKSI Regime. According to the company, offers may be made during that period subject to applicable regulatory requirements.

What types of securities can Avino (ASM) offer under the new shelf?

Avino may offer common shares, warrants, subscription receipts, units and debt securities. According to the company, offerings can be public, strategic or "at-the-market" distributions as permitted.

Did Avino (ASM) withdraw any previous prospectus filings?

Yes. Avino withdrew its previously filed short form shelf dated May 26, 2025 and halted distributions under the November 25, 2025 prospectus supplement. According to the company, no further distributions will occur under those filings.