Avino will also be subject to certain resale restrictions for a period of one year post closing. The closing of the Acquisition is subject to the receipt of all necessary stock exchange approvals, Bralorne having the Closing Cash on hand, Bralorne having no debts or liabilities at closing other than environmental, permitting, reclamation and rehabilitation costs associated with the Project, and the satisfaction of certain other customary closing conditions for a transaction of this nature. Financing Transactions In connection with the Acquisition, the Company will complete a non-brokered private placement (the "Private Placement") of up to 22,222,222 common shares at price of $0.18 per common share for gross proceeds of up to $4.0 million and will sell to Osisko Gold Royalties Ltd a 1.2% net smelter returns royalty on all minerals produced from the Project in exchange for $6.2 million in cash (the "Royalty Transaction").