Avino Silver & Gold Mines : 2024 Notice of AGM, Information Circular, Proxy Statement, Statement of Exec Comp.

NOTICE OF MEETING

AND INFORMATION CIRCULAR

(Containing information as at April 25, 2024,

unless otherwise specified)

FOR THE ANNUAL GENERAL & SPECIAL MEETING OF

SHAREHOLDERS TO BE HELD ON

Thursday, May 30, 2024 at 10:00 A.M. (Vancouver time)

Suite 900 - 570 Granville Street

Vancouver, B.C. V6C 3P1

These materials are important and require your immediate attention. If you have questions or require assistance with voting your shares, you may contact Avino's proxy solicitation agent:

Laurel Hill Advisory Group

North American Toll Free Number:

1-877-452-7184

Outside North America:

1-416-304-0211

Email: [e-mail]

May 2, 2024

Dear Fellow Shareholders,

Last year at this time I shared my enthusiasm as we delivered several key objectives for our strategic growth. Today, I am writing with even greater optimism as we were successful in achieving several significant milestones in 2023 as we continued our growth path with strong determination.

In 2023 we clarified our strategy for targeted growth within a 5-year time frame. Our belief is that we will accomplish this by remaining committed to the principles by which we operate, and by being diligent in our execution in alignment with our strategy.

Our focus is to mine responsibly with a firm commitment of support, knowledge and education for the communities close to our operations in Durango, Mexico. To strengthen our support, we added additional personnel to our CSR (Corporate Social Responsibility) team to continue to maintain strong ties and increase communications with all the nearby communities.

The Company's value proposition is our project portfolio and our path for growth which includes the Avino Mine as a cornerstone asset and provides significant upside opportunity with La Preciosa, and the Oxide Tailings Project.

As we reflect on the milestones achieved and challenges of 2023, I am pleased to be able to share with you the progress and objectives during the year. Despite the fluctuation and uncertainties in the current resource market, Avino remains steadfast in its commitment to delivering value to our shareholders. Throughout 2023, we worked diligently to manage inflationary pressures and a rising cost environment, and we look to bring that same mindset into 2024. Controlling costs remains a key priority for Avino.

We required patience from our shareholders as we tirelessly negotiated with community groups for the development of La Preciosa. In 2022, we completed the acquisition of La Preciosa and added it to our project portfolio for several reasons, including that it hosts one of the largest undeveloped primary silver resources in Mexico and is located 19 kilometres from our Avino Mine production operations. This has an operating 2,500 tpd mill facility and all the necessary infrastructure to allow for mineral processing from La Preciosa.

Our patience was finally rewarded in early January 2024, when we signed a long-term land use agreement with the communities close to the property. This milestone marked the start of a new era for Avino and the communities adjacent to the mine as we moved one crucial step closer to putting La Preciosa into production. With the long-termland-use agreement in place, we were able to commence hauling of old surface stockpiles to our Avino mill. In addition, we submitted our application for the environmental permit to allow underground extraction. Pending regulatory approval, we will start developing the ramp down to our initial target of the high-grade Gloria vein. The La Preciosa mine represents a key pillar in our transformational growth strategy, as well as hosting a large endowment of silver and gold resources which we expect to process for years to come. We are delighted to work with our local community stakeholders to come to this amicable and cooperative result.

In 2023, we achieved several important milestones starting with an updated mineral resource estimate which included the Elena Tolosa ("ET") deposit, the San Gonzalo deposit, and the Oxide Tailings deposit. Inaugural MREs (Mineral Resource Estimate) have also been included on the Guadalupe and La Potosina deposits. Together with the previously reported mineral resources on our new La Preciosa property, the updated consolidated mineral resources as of February 2023 totaled 368 million silver equivalent ounces in the measured, indicated, and inferred categories.

We completed our planned and budgeted deep drilling program by completing 7,545 metres in 13 drill holes, which included the best intercept in Avino's 56-year history, and Hole ET-23-09 returned values of 296 AgEq g/t over 57 metres true width, including 407 AgEq g/t over 37 metres true width and 2,866 AgEq g/t over 3.43 metres true width

of mineralization, which certainly caused some excitement with our teams in Mexico and Vancouver! Our geologists are implementing recommendations made by our consulting structural geologists to further study the potential of the entire mineralization. The Company's budgeted exploration and evaluation expenditures for 2024 will be focused on regional exploration and further understanding of the structural geology below the current Avino Mine production area, with no drilling planned.

Also, we advanced the Oxide Tailings Project to the Pre-Feasibility study level, and we were extremely pleased to have announced the completion of this study with positive economic results in early February 2024. Our mineral resources increased to total371 million silver equivalent ounces across all properties and for the first time in Avino's history, we have proven and probable mineral reserves of 6.7 million tonnes at a silver and gold grade of 55 g/t and

0.47 g/t respectively, having successfully converted measured and indicated resources to mineral reserves on the Oxide Tailings.

Production from the Avino Mine was within internal production estimates for 2023. The estimate was between 2.4 and 2.7 million silver equivalent ounces, with actual production coming in at 2,415,232 silver equivalent ounces, which was slightly lower than 2022 full year production of 2,655,502 silver equivalent ounces. Production in 2023 was impacted by sequentially planned mining in lower grade areas, which also contributed to lower recovery rates. However, as we moved into higher grade mining blocks our production levels increased. In addition, we made improvements in the mechanical equipment of the mill and expect recovery rates to improve along with grades as we moved into higher grade zones in line with the projected mining sequence.

With the rearrangement of our handling of tailings as a result of the completed dry-stack tailings facility, the prior method of wet tailings deposition is no longer in use. We have provided educational information and videos to the communities and further information on our tailings management system is also available on our corporate website.

We are committed to our communities, and one of the top priorities for Avino is to provide jobs with the goal of fostering generations of enthusiastic and dedicated ambassadors of Avino. Our ambition is to educate a younger population to their backyard, to encourage them to see the benefits of mining, and consider a future where they can have a mining career close to home.

We take the view that it is our responsibility to play a part in improving the lives of the people in our communities, and to be good corporate citizens. Making significant contributions to the communities through information technology and communication provides new opportunities and ways to improve the lives of our community members, and as part of this, Avino has donated dozens of Samsung Galaxy tablets and televisions to the schools this past year.

Currently, we provided 448 direct jobs which include the workers at the mine site and in our Durango offices. This number of jobs will typically translate to three times the number of indirect jobs for services, consultants and suppliers in the surrounding communities and the Durango area.

In August 2023, Avino, for the second year received the ESR Award "Empresa Socialmente Responsible ESR 2023". This award is granted by the Mexican Center for Philanthropy (El Centro Mexicano para la Filantropia or Cemefi, and the Alliance for Corporate Social Responsibility (Alizanza por la Responsabilidad Social Empresarial or (AliaRSE)). The ESR® Award is obtained through a diagnostic process based on indicators reviewed and endorsed annually by a committee of experts in the various CSR areas, supported with documentary evidence, an assessment differentiated by company size and by maturity levels, and an external verification process. Avino continues to view its social responsibility with importance and care for our communities. As I mentioned at the beginning of this letter, we are firmly committed to the communities, and we take our supportive role seriously.

As a public company, we are committed to our shareholders and strive to bring value not only in the short term but for future value as well. We are making strides to transition the company to intermediate producer status. The fourth quarter of 2023 generated our highest quarterly revenue for the year, and we were able demonstrate positive movements on the cost side, which translated to improved operating margins from the Avino mine. Also in the fourth quarter, per ounce metrics improved, with cash costs and all-in sustaining cash costs decreasing compared to Q3 and Q2 and we continued to generate additional operating cash flow.

Most importantly, our working capital position improved significantly, with working capital up to around $10 million dollars at year end, almost doubling from where we were at the end of the second quarter.

The entire Avino team is working to achieve our growth plan and are committed to our shared culture of discipline, flexibility and teamwork while pursuing initiatives that truly make us stronger as a Company. It is our belief that

Avino is undervalued and well positioned to capitalize on the current positive outlook for silver prices. The investment community is beginning to understand our intentions to progress to intermediate producer level with La Preciosa being an important and prominent addition to our project portfolio. In addition, we think that silver demand will continue to grow in 2024. During the last month alone both silver and gold have made significant upward moves. As is there is a record demand for silver industrial fabrication and a surge in investment demand for physical silver.

We are all looking forward to 2024 with the progress and achievements we are tracking. Several key milestones have already been delivered in the first quarter and include the aforementioned signed long-termland-use agreement with the communities near La Preciosa. Additionally, the completion of the Pre-Feasibility study on the Oxide Tailings Project, which provides mineral reserves and additional resources, contributes to a strong long-term outlook. La Preciosa is one of our near-term top priorities, and we will provide updates throughout the year with our progress.

Operationally, we are targeting a solid year going forward. We are well into our 56th year, and we are driven by the highlighted events and plans for transitional growth. Avino's longevity demonstrates a commitment to maintaining our mission, vision and values. Our Clear Path for Transformational Growth guides us from junior producer to intermediate status within a target of 5 years! We thank you for your ongoing support and confidence as we continue to provide shareholder value at Avino Silver & Gold Mines Ltd.

Sincerely,

AVINO SILVER & GOLD MINES LTD.

s/ "David Wolfin"

DAVID WOLFIN,

President and Chief Executive Officer

TABLE OF CONTENTS
Page
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS	1
INFORMATION CIRCULAR	1
APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES...	1
PERSONS OR COMPANIES MAKING THE SOLICITATION	2
VOTING OF PROXIES	2
Shareholder Questions	3
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF	3
REGISTERED SHAREHOLDERS	4
BENEFICIAL HOLDERS	4
PARTICULARS OF MATTERS TO BE ACTED UPON	5
Financial Statements	6
Appointment of Auditors	6
Election of Directors	6
Approval of New 2024 Stock Option Plan and Unallocated Entitlements	9
Approval of Unallocated Entitlements under the 2018 Restricted Share Unit Plan	13
STATEMENT OF EXECUTIVE COMPENSATION	16
Compensation Discussion and Analysis	17
Summary Compensation Table	20
Equity-Based Incentive Plan Awards	21
Pension Plan Benefits	23
Termination and Change Of Control Benefits	23
Director Compensation	25
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	27
Equity Compensation Plan Information	27
MANAGEMENT CONTRACTS	28
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS	28

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	28
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	28
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	28
Board of Directors	29
Name	29
Meetings of Independent Directors	29
Other Directorships	30
Board and Committee Meetings	30
Orientation and Continuing Education	32
Ethical Business Conduct	32
Insider Trading Policy	32
Disclosure and Confidentiality Policy	32
Whistleblower Policy	33
Term Limits	33
Corporate and Board Diversity	33
Nomination of Directors	34
Committees of the Board	34
Governance and Nominating Committee	38
Compensation Committee	38
Other Board Committees	39
Assessments	39
OTHER MATTERS	40
ADDITIONAL INFORMATION	40
BOARD APPROVAL	40
SCHEDULE "A" - BOARD OF DIRECTORS' MANDATE	A1

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the 2024 Annual General and Special Meeting of the Shareholders of Avino Silver & Gold Mines Ltd. (hereinafter called the "Company") will be held at Suite 900 - 570 Granville Street, Vancouver, British Columbia, V6C 3P1 on Thursday, May 30, 2024, at 10:00 a.m. (Vancouver time) for the following purposes:

1. To receive the financial statements of the Company for its fiscal year ended December 31, 2023 and the report of the Auditors thereon;
2. To appoint Auditors for the ensuing year and to authorize the Directors to fix their remuneration;
3. To determine the number of directors and to elect directors;
4. To approve the 2024 10% Rolling Stock Option Plan and all unallocated entitlements under the 10% Rolling Stock option Plan, as described in the accompanying Information Circular;
5. To consider and if thought fit, to approve an ordinary resolution approving all unallocated entitlements under the 2018 Restricted Share Unit Plan, as described in the accompanying Information Circular; and
6. To transact such other business as may properly come before the Meeting or any adjournment thereof.

Accompanying this Notice are Information Circular dated April 25, 2024, Form of Proxy, and a Request Form to receive annual and interim financial statements and management discussion and analysis. The accompanying Information Circular provides information relating to the matters to be addressed at the meeting and is incorporated into this Notice.

Shareholders are entitled to vote at the Meeting either in person or by proxy in accordance with the procedures described in the Information Circular accompanying this Notice. Those who are unable to attend the meeting are requested to read, complete, sign, and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Information Circular accompanying this Notice.

DATED at Vancouver, British Columbia, this 25th day of April, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ "David Wolfin" David Wolfin

President & Chief Executive Officer

Suite 900 - 570 Granville Street

Vancouver, BC V6C 3P1

Tel.: [phone]

INFORMATION CIRCULAR

AS AT AND DATED APRIL 25, 2024

This Information Circular accompanies the Notice of the 2024 Annual General Meeting (the "Meeting") of shareholders of Avino Silver & Gold Mines Ltd. (hereinafter called the "Company") and is furnished in connection with a solicitation of proxies for use at that Meeting and at any adjournment thereof.

APPOINTMENT OF PROXYHOLDERS

AND COMPLETION AND REVOCATION OF PROXIES

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder's behalf in accordance with the instructions given by the Shareholder in the proxy. The persons named in the enclosed proxy (the "Management Designees") have been selected by the directors of the Company.

A shareholder has the right to designate a person (who need not be a shareholder), other than the Management Designees to represent the shareholder at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the proxy the name of the person to be designated, and by deleting from the proxy the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Company. Such registered shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxyholder and attend the Meeting, and provide instructions on how the shareholder's shares are to be voted. The nominee should bring personal identification with them to the Meeting.

To be valid, the proxy must be dated and executed by the registered shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy). The proxy must then be delivered to the Company's registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, or at the head office of the Company at Suite 900 - 570 Granville Street, Vancouver, British Columbia, V6C 3P1, at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof. Proxies received after that time may be accepted by the Chairman of the Meeting in the Chairman's discretion, but the Chairman is under no obligation to accept late proxies.

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. A proxy may be revoked by a registered shareholder personally attending at the Meeting and voting their shares. A shareholder may also revoke their proxy in respect of any matter upon which a vote has not already been cast by depositing an instrument in writing, including a proxy bearing a later date executed by the registered shareholder or by their authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the office of the Company's registrar and transfer agent at the foregoing address or the head office of the Company at the foregoing address, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting, or any adjournment thereof.

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Only registered shareholders have the right to revoke a proxy. Non-registered Shareholders should follow the instructions provided to them by their intermediary.

PERSONS OR COMPANIES MAKING THE SOLICITATION

THE ENCLOSED PROXY IS BEING SOLICITED BY

MANAGEMENT OF THE COMPANY

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited by electronic delivery where requested by the Shareholders, as well as personally or by telephone by directors, officers, employees or consultants of the Company.

Arrangements will also be made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of common shares of the Company ("Common shares") pursuant to the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("National Instrument 54-101").

Solicitation of Proxies

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited by electronic delivery where requested by the Shareholders, as well as personally or by telephone by directors, officers, employees or consultants of the Company. The Company has also retained Laurel Hill Advisory Group to assist in the solicitation of proxies from shareholders and to provide additional services, including but not limited to strategic shareholder communications. The Company has agreed to pay Laurel Hill Advisory Group an aggregate fee of FEE AMOUNT plus reasonable out-of-pocket expenses. All costs of the solicitation of proxies for the Meeting will be borne by Avino Silver & Gold Mines Ltd.

Arrangements will also be made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of common shares of the Company ("Common shares") pursuant to the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("National Instrument 54-101").

The cost of solicitation will be borne by the Company. The Company may reimburse shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals authorization to execute forms of proxy. No solicitation will be made by specifically engaged employees or soliciting agents. Unless otherwise stated, the information contained in this Information Circular is given as at April 25, 2024.

The Canadian securities regulators have adopted new rules under National Instrument 54-101 which permit the use of notice-and-access for proxy solicitation, instead of the traditional physical delivery of material. This new process provides the option to post meeting related materials, including management information circulars, as well as annual financial statements, and related management's discussion and analysis, on a website in addition to SEDAR. Under notice-and-access, such meeting related materials will be available for viewing for up to one (1) year from the date of posting, and a paper copy of the material can be requested at any time during this period. The Company is not relying on the notice-and-access provisions of National Instrument 54-101 to send proxy related materials to registered shareholders or beneficial owners of shares in connection with the Meeting.

VOTING OF PROXIES

Each shareholder may instruct their proxyholder how to vote their Common shares by completing the blanks on the proxy. All Common shares represented at the Meeting by properly executed proxies will be voted or

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withheld from voting when a poll is required or requested and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the Common shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the proxy, the

Management Designees, if named as proxyholder, will vote in favour of the matters set out therein.

The enclosed proxy confers discretionary authority upon the Management Designees, or other person named as proxyholder, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Company is not aware of any amendments to, variations of or other matters which may come before the Meeting. If other matters properly come before the Meeting, then the Management Designees intend to vote in a manner which in their judgment is in the best interests of the Company.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an "ordinary resolution"), unless the motion requires a "special resolution" in which case a majority of 66 2/3% of the votes cast will be required.

Shareholder Questions

If you have any questions and/or need assistance in voting your shares, please contact our proxy

solicitation agent:

LAUREL HILL ADVISORY GROUP

North American Toll Free Number: 1-877-452-7184

Outside North America: 1-416-304-0211

Email: [e-mail]

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue unlimited Common shares without par value. There is one class of shares only. There are 132,881,305 issued and outstanding Common shares. At a general meeting of the Company, on a show of hands, every shareholder present in person and entitled to vote and every proxy holder duly appointed by a holder of a share who would have been entitled to vote shall have one vote and on a poll, every shareholder present in person or represented by proxy shall have one vote for each share of which such shareholder is the registered holder.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the outstanding voting rights of the Company.

The Articles of the Company provide that a quorum for the transaction of business at the Meeting is two (2) shareholders, or one or more proxyholders representing two shareholders, or one shareholder and a proxyholder representing another shareholder.

The directors have determined that all shareholders of record as of April 25, 2024, will be entitled to receive notice of and to vote at the Meeting. Those shareholders so desiring may be represented by proxy at the Meeting.