2026 Notice of AGM, Information Circular, Proxy Statement, Statement of Exec Comp.

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON

Wednesday, May 27, 2026 at 10:00 A.M. (Vancouver time)

Pacific Rim Suite 2, 999 Canada Place Vancouver, B.C. V6C 3B5

April 20, 2026

Dear Fellow Shareholders,

The year marked a significant turning point for the Company as we moved decisively into development at La Preciosa, advancing the project along a fast-tracked path toward production. Higher metal prices, improved efficiencies, and disciplined capital management supported our performance, while drill results at La Preciosa exceeded expectations and highlighted the potential of this important asset in our growth plans. Our achievements would not have been possible without the dedication and expertise of our employees and operational teams. Their commitment to safety, innovation, and operational excellence continues to drive Avino forward.

Our investment proposition is underpinned by a diversified asset base and a clear trajectory for growth. At the center is the Avino Mine, supported by the advancing development of La Preciosa and the emerging potential of the Oxide Tailings Project.

2025 marked a year of meaningful advancement for the Company, with notable progress across our operations and development pipeline. Silver remained a strong-performing commodity, supported by global uncertainty, evolving trade conditions, and growing demand associated with the energy transition. This environment strengthened project economics and highlighted the strategic importance of responsible resource development.

The year was defined by consistent financial outperformance, with each quarter delivering record metrics alongside improved cost management. This momentum drove a substantial increase in cash, growing from $27 million to a record $102 million.

Following receipt of all required mining permits early in the year, underground development at La Preciosa commenced marking a key step in advancing the asset toward production. Construction of the 360-metre decline progressed on plan, supported by efficient equipment mobilization. The addition of a new jumbo drill accelerated development along the San Fernando haulage ramp toward the Gloria and Abundancia veins, positioning La Preciosa to become a meaningful contributor within our multi-asset growth strategy.

Beyond direct job creation, activities at La Preciosa have been driving local economic growth, including the generation of both direct and indirect employment opportunities among local suppliers, subcontractors, and community groups. Avino is committed to operating La Preciosa in an environmentally and economically sustainable manner.

The Company produced 2.6 million silver equivalent ounces in 2025, in line with guidance of 2.5 to 2.8 million ounces. This was underpinned by strong operational execution, including the rapid advancement of La Preciosa from first blast in April 2025 to delivering development material to the mill in under eight months.

In the fourth quarter, we returned to primary silver producer status, with silver contributing over 50% of consolidated silver equivalent production-an important step toward our long-term growth ambitions.

During the year we commenced a drill program at Avino which began from surface and is targeting the downdip extension of the Avino vein system and is still ongoing. A second drill at La Preciosa was deployed to confirm historical results. Excellent results were reported from the drilling at La Preciosa including intercept grades that are significantly higher than the average grades outlined in our current resource, highlighting the potential we aim to capture by using underground mining methods. In addition, the larger widths encountered at both La Gloria and Abundancia were a welcomed surprise underscoring that there is still much to learn about this deposit despite the 1,500 drill holes and substantial exploration investment performed by previous operators. The data generated has been instrumental in refining underground mine planning, 3D modelling, and an updated mineral resource estimate, culminating in the Company's inaugural mineral reserve estimate, which we were thrilled to announce in our news release dated April 16, 2026.

As exploration and development progressed, we undertook a key initiative to further optimize La Preciosa by acquiring and extinguishing all remaining royalty interests and contingent payment obligations. This strategic move restores full value and control to Avino while simplifying the ownership structure and strengthening project economics.

With La Preciosa now largely unencumbered, we have increased our exposure to future cash flow while improving financial flexibility and reducing administrative complexity. Opportunities of this nature are rare in the mining sector, where operators seldom have the ability to reacquire previously granted royalties.

By completing this transaction ahead of production, we have strengthened La Preciosa's position as a cornerstone asset within our multi-asset growth strategy. We expect this to translate into a lower operating cost profile and stronger long-term returns, ensuring that a greater share of value accrues directly to Avino and its stakeholders.

Also, in 2025, Avino received accolades by distinguishing itself having reached the 5th position in the 2025 TSX30™ ranking, which is a flagship program recognizing the 30 top-performing TSX stocks on a dividend-adjusted share price appreciation over a three-year period. For the three years ended June 30, 2025, Avino's share price performance has increased 610% and market capitalization has increased 778%. These achievements reflect the decisive steps we took to prioritize Avino's transformational growth and our plans to go from one to three producing assets by 2029. These results are a testament to the commitment, determination and hard work of all Avino's employees.

In addition to achieving the TSX30™ distinction, Avino was added to several key indices, including the Market Vectors Junior Gold Miners Index and the VanEck Junior Gold Miners ETF. The Company is now held in a number of ETFs, further validating the investment case for Avino. These inclusions enhance our visibility and position Avino to attract a broader base of institutional and retail investors.

As a mining company, we are committed to operating responsibly, with a strong focus on environmental stewardship, the safety of our people, and the well-being of the communities in which we operate. Continuous improvement remains central to our approach as we work to strengthen our practices and deliver meaningful, sustainable outcomes.

Our efforts have been recognized with the ESR (Empresa Socialmente Responsable) distinction for the 4th consecutive year, reinforcing our commitment to responsible and sustainable operations. We also published our inaugural Sustainability Report, enhancing transparency and providing stakeholders with greater insight into our sustainability performance and priorities.

Avino follows the ESG Standards and the United Nations Sustainable Development goals. There are 17 Sustainable Development Goals ("SDGs"), which were developed as a call to action by all countries developed and developing in a global partnership. The SDGs serve as a blueprint to achieve a better and more sustainable future for all.

The results achieved in 2025 highlight the strength of operations and the effectiveness of our disciplined, team driven approach.

As we enter 2026 with a strong balance sheet, growing production profile, and a favourable precious metals market, we believe Avino is well positioned to continue delivering long-term value for our shareholders.

The Avino team is aligned behind a clear growth strategy, grounded in operational discipline, adaptability, and collaboration.

We remain focused on executing our growth strategy, enhancing financial strength, and delivering consistent value to shareholders.

I would like to extend my sincere thanks to our employees and Board of Directors for their ongoing dedication and leadership.

Our path to growth is clear as we progress toward becoming an intermediate producer. Thank you for your continued support as we work to create long-term value at Avino Silver & Gold Mines Ltd.

Sincerely,

s/ "David Wolfin"

DAVID WOLFIN,

President and Chief Executive Officer

TABLE OF CONTENTS

Page

NOTICE OF ANNUAL GENERAL 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

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF 3

REGISTERED SHAREHOLDERS 4

BENEFICIAL SHAREHOLDERS 4

PARTICULARS OF MATTERS TO BE ACTED UPON 6

Financial Statements 6

Appointment of Auditors 6

Number and Election of Directors 7

STATEMENT OF EXECUTIVE COMPENSATION 10

Compensation Discussion and Analysis 10

Summary Compensation Table 16

Equity-Based Incentive Plan Awards 17

Pension Plan Benefits 18

Termination and Change Of Control Benefits 19

Director Compensation 23

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 25

Equity Compensation Plans Information 25

2024 Stock Option Plan 26

2018 Restricted Share Unit Plan 29

MANAGEMENT CONTRACTS 31

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS 31

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 31

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 32

STATEMENT OF CORPORATE GOVERNANCE PRACTICES 32

Board of Directors 32

Name 32

Meetings of Independent Directors 33

Other Directorships 33

Board and Committee Meetings 33

Orientation and Continuing Education 35

Ethical Business Conduct 36

Insider Trading Policy 36

Disclosure and Confidentiality Policy 36

Whistleblower Policy 36

Term Limits 37

Corporate and Board Diversity 37

Nomination of Directors 37

Committees of the Board 37

Governance & Nominating Committee 40

Compensation Committee 40

Other Board Committees 41

Assessments 41

OTHER MATTERS 42

ADDITIONAL INFORMATION 42

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 42

BOARD APPROVAL 43

SCHEDULE "A" - BOARD OF DIRECTORS' MANDATE................................................................. A-1

‌NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the 2026 Annual General Meeting (the "Meeting") of the shareholders of Avino Silver & Gold Mines Ltd. (hereinafter called the "Company") will be held at Pacific Rim Suite 2, 999 Canada Place, Vancouver, British Columbia, V6C 3B5 on Wednesday, May 27, 2026, at 10:00 a.m. (Vancouver time) for the following purposes:

1. to receive the financial statements of the Company for its financial year ended December 31, 2025 and the report of the Auditor thereon;

2. to appoint the Auditor of the Company for the ensuing year and to authorize the board of directors to fix their remuneration;

3. to set the number of directors of the Company at (5) for the ensuing year;

4. to elect directors of the Company for the ensuing year; and

5. to transact such other business as may properly come before the Meeting or any adjournment thereof.

Accompanying this Notice are the Information Circular dated April 20, 2026 (the "Circular"), Form of Proxy, and a Request Form to receive annual and interim financial statements and management discussion and analysis of the Company. The accompanying 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 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 therein and in the Circular accompanying this Notice.

DATED at Vancouver, British Columbia, this 20th day of April, 2026.

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.: (604) 682-3701

‌INFORMATION CIRCULAR

AS AT AND DATED APRIL 20, 2026

This Information Circular (the "Circular") accompanies the Notice of the 2026 Annual General Meeting (the "Meeting") of holders (the "Shareholders") of common shares (the "Common Shares") of Avino Silver & Gold Mines Ltd. ("Avino" or the "Company") to be held at Pacific Rim Suite 2, 999 Canada Place, Vancouver, British Columbia, V6C 3B5 on Wednesday, May 27, 2026, at 10:00 a.m. (Vancouver time) 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.

Shareholders registered as the holders of their Common Shares (each, a "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 Registered Shareholder's Common 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). If the Registered Shareholder is a corporation, the proxy must be executed under its corporate seal by an officer or attorney thereof duly authorized, with proof of such authorization attached. The proxy must then be delivered to the Company's registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th 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 (the "Chair") in the Chair's discretion, but the Chair 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 the Meeting and voting their Common Shares. A Registered 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 Registered 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 Chair of such Meeting, or any adjournment thereof.

‌PERSONS OR COMPANIES MAKING THE SOLICITATION

THE ENCLOSED PROXY IS BEING SOLICITED BY MANAGEMENT OF THE COMPANY

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.

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 (each, a "Beneficial Shareholder") pursuant to the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") of the Canadian Securities Administrators (CSA).

The cost of solicitation will be borne by the Company. The Company may reimburse Shareholders' nominees or agents (including brokers holding Common 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 Circular is given as at April 20, 2026.

The Canadian securities regulators have adopted new rules under NI 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 the notice-and-access provisions, 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 NI 54-101 to send proxy related materials to Registered Shareholders or Beneficial Shareholders of Common 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 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.

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

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the provisions of the Business Corporations Act (British Columbia) ("BCBCA") and securities laws and regulations of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws. The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the BCBCA, the majority of its directors and its executive officers are residents of Canada, and a substantial portion of the assets of such persons and a substantial portion of the assets of the Company are located outside of the United States. Shareholders may not be able to sue a foreign company or its directors or officers in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its directors and officers to subject themselves to a judgment by a United States court.

‌VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue unlimited Common Shares without par value. There is one class of shares in the authorized share structure of the Company, being the Common Shares. As of the date of this Circular, there are 169,894,560 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 Shareholder 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 Common 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 (2) Shareholders, or one Shareholder and a proxyholder representing another Shareholder.

The Board has determined that all Shareholders of record as of April 20, 2026, 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.

‌REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders who wish to submit a proxy may choose one of the following methods:

1. log onto the internet website of Computershare Investor Services Inc. at https://www.investorvote.com. Refer to your 15-digit control number (shown on your proxy form) and follow the online voting instructions; or

2. call the toll-free number, 1-866-732-VOTE (8683) if you are in Canada or the United States. If you are not in Canada or the United States, you should call the direct phone number shown on your proxy form. To vote by phone, simply refer to your 15-digit control number (shown on your proxy form) and follow the instructions; or

3. complete, date and sign the enclosed proxy (the "Proxy") and return it to the Company's transfer agent, Computershare Investor Services Inc., by fax within North America to 1-866-249-7775, by fax outside North America to 416-263-9524, by mail or by hand to the 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1, or by hand delivery.

Registered Shareholders must ensure the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chair, in his or her discretion. However, the Chair is under no obligation to accept or reject any particular late Proxy. The Chair may waive this time limit for receipt of proxies without notice.

‌BENEFICIAL SHAREHOLDERS

Only Registered Shareholders or their duly appointed proxy-holders are permitted to vote at the Meeting. Most Shareholders of the Company are "non-registered shareholders" or "Beneficial Shareholders" because the Common Shares they own are not registered in their names, but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. More particularly, a Shareholder is not a Registered Shareholder in respect of Common Shares which are held on behalf of that Shareholder, but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Beneficial Shareholder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP's, RRIF's, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. and its affiliates, or the Depositary Trust Company and its affiliates) of which the Intermediary is a participant.

There are two (2) kinds of Beneficial Shareholders under NI 54-101: (a) those who object to their name being made known to the Company, known as "objecting beneficial owners" or "OBOs"; and (b) those who do not object to their name being made known to the Company, known as "non-objecting beneficial owners" or "NOBOs".

In accordance with the requirements of NI 54-101, the Company has distributed copies of the Notice of Meeting, this Circular, and the Proxy or Form 54-101F6 - Request for Voting Instructions made by Reporting Issuer (collectively, the "Meeting Materials") directly to Registered Shareholders and NOBOs, and indirectly to OBOs by sending to the clearing agencies and Intermediaries for onward distribution to OBOs.

These Meeting Materials are being sent to both Registered Shareholders and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of Common Shares, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding Common Shares on your behalf. By choosing to send these materials to you directly, the Company (and not the Intermediary holding Common Shares on your behalf) has assumed responsibility for: (a) delivering the Meeting Materials to you; and (b) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Intermediaries are required to forward the Meeting Materials to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. An Intermediary that forwards Meeting Materials to a Beneficial Shareholder that solicit votes or voting instructions must include with the Meeting Materials a Form 54-101F7 - Request for Voting Instructions made by Intermediary. Very often, Intermediaries will use service companies to forward the Meeting Materials and request for voting instructions to Beneficial Shareholders. Generally, Beneficial Shareholders who have not waived the right to receive Meeting Materials will either:

1. be given a form of Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Beneficial Shareholder but which is otherwise not completed. Accordingly, because the Intermediary has already signed the form of Proxy, this form of Proxy is not required to be signed by the Beneficial Shareholder when submitting the Proxy. In this case, the Beneficial Shareholder who wishes to submit a Proxy should otherwise properly complete the form of Proxy and deposit it with the Company's transfer agent as provided above; or

2. more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Beneficial Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "VIF" or "proxy authorization form") which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a barcode and other information. In order for the form of Proxy to validly constitute a proxy authorization form, the Beneficial Shareholder must remove the label from the instructions and affix it to the form of Proxy, properly complete and sign the form of Proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

The Company does not intend to pay for an Intermediary to deliver to OBOs the Meeting Materials and Form 54-101F7, and accordingly OBOs will not receive the Meeting Materials and Form 54-101F7 unless their Intermediary assumes the costs of delivery.

In either case, the purpose of these procedures is to permit Beneficial Shareholders to direct the voting of the Common Shares which they beneficially own. Should a Beneficial Shareholder who receives one of the above forms wish to vote at the Meeting in person, the Beneficial Shareholder should strike out the names of the Management Designees named in the form and insert the Beneficial Shareholder's own name in the blank space provided. In either case, Beneficial Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

The Company may utilize Broadridge Financial Institution Inc.'s QuickVoteTM service to assist Beneficial

Shareholders that are NOBOs with voting their Common Shares.

‌PARTICULARS OF MATTERS TO BE ACTED UPON

TO THE KNOWLEDGE OF THE COMPANY'S DIRECTORS, THE ONLY MATTERS TO BE PLACED BEFORE THE MEETING ARE THOSE REFERRED TO IN THE NOTICE OF MEETING ACCOMPANYING THIS INFORMATION CIRCULAR. HOWEVER, SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE COMMON SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE COMMON SHARES REPRESENTED BY THE PROXY.

Additional details regarding each of the matters to be acted upon at the Meeting are set forth below.

‌Financial Statements

The audited annual financial statements of the Company for the financial year ended December 31, 2025 (the "Financial Statements"), together with the Auditor's Report thereon, will be presented to the Shareholders at the Meeting. Shareholders should note that in accordance with the rules of the CSA's National Instrument 51-102 - Continuous Disclosure Obligations, Shareholders will no longer automatically receive copies of financial statements unless a card (in the form enclosed herewith) has been completed and returned as instructed. Copies of all previously issued annual and quarterly financial statements and the related management discussion and analysis are available to the public on the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.avino.com. Hard copies of the audited annual financial statements and management discussion and analysis for the financial year ended December 31, 2025 will be available to Shareholders free of charge upon request.

‌Appointment of Auditors

The board of directors of the Company (the "Board of Directors" or the "Board") proposes the appointment of Deloitte LLP, as the auditor of the Company (the "Auditor") for the ensuing year and that the Board be authorized to fix their remuneration. Deloitte LLP has been the Auditor since August 10, 2022.

‌Number and Election of Directors

Each director of the Company is elected annually and holds office until the next annual general meeting of the Shareholders unless that person ceases to be a director before then. All of the current directors of the Company, except for Mr. Peter Bojtos, will stand for election. It is proposed that the number of directors of the Company for the ensuing year be fixed at five (5) subject to such increases as may be permitted by the Articles of the Company and the provisions of the BCBCA. At the Meeting, the Shareholders will be asked to consider and, if thought fit, approve an ordinary resolution fixing the number of directors to be elected at the Meeting at five (5).

The persons named below will be nominated at the Meeting for election to the Board. Each director elected will hold office until the next annual general meeting of the Shareholders or until their successor is duly elected or appointed pursuant to the Articles of the Company, unless their office is earlier vacated in accordance with the provisions of the Company's Articles and the BCBCA.

The management nominees for the Board of Directors and information concerning them as furnished by the individual nominees is as follows:

(1) The number of Common Shares beneficially owned, or controlled or directed, directly or indirectly by the above nominees for directors, is not within the knowledge of the Company and is based on the information obtained from The System for Electronic Disclosure by Insiders (also known as "SEDI").

(2) The information is not within the knowledge of the Company and has been furnished by the respective nominees.

(3) Member of the Audit Committee.

(4) Member of the Compensation Committee.

(5) Member of the Governance & Nominating Committee

(6) 1,156,748 Common Shares are held directly by Mr. Ronald Andrews, and 30,000 Common Shares are held by West Wind Property Inc., a private company controlled or directed by Mr. Andrews.

(7) 27,510 Common Shares are held directly by Mr. David Wolfin, and an aggregate of 5,169,678 Common Shares are held indirectly by Intermark Capital Corporation, Frobisher Securities Limited and Peacock Investments Ltd., each of which is a private company controlled or directed by Mr. Wolfin.

(8) 24,320 Common Shares are held directly by Carolina Ordoñez, and 325,617 Common Shares are held by Sinclair Pacific Investment Inc., a private company controlled or directed by Carolina Ordoñez.

(9) Ms. Broughton was appointed to the Board effective February 4, 2026.

All of the nominees are residents of Canada, except for Ronald Andrews, who resides in the United States. The Company has an Audit Committee, Governance & Nominating Committee, and Compensation Committee, the members of which are set out above.

On February 14, 2017, the Board adopted a majority voting policy (the "Majority Voting Policy") with immediate effect. A copy of the Majority Voting Policy is also available on the Company's website at www.avino.com.

The Majority Voting Policy requires that any nominee for director who receives a greater number of votes "withheld" than "for" his or her election, in an uncontested election, shall promptly tender his or her resignation to the Chair. The Governance & Nominating Committee and Compensation Committee will make a recommendation to the Board after reviewing the matter, and the Board will decide to accept or reject the resignation offer. The Board's decision to accept or reject the resignation offer will be disclosed to the public within 90 days of the date of the applicable Meeting, together with the voting results of each

director. The Company will promptly issue a news release with the Board's decision to accept or reject a director's resignation, a copy of which must be provided to the Toronto Stock Exchange ("TSX"). If the Board determines not to accept a resignation, the news release must fully state the reasons for that decision. Resignation offers must be accepted by the Board, except in situations where exceptional circumstances would warrant the applicable director to continue to serve as a member of the Board (such as, for example and without limitation, where such resignation would place the Company in breach of or non-compliance with corporate or securities legislation, or commercial agreements entered into by the Company). The nominee director in question will not participate in any committee or Board deliberations. The Majority Voting Policy shall be interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Each of the current directors has agreed to abide by the provisions of the Majority Voting Policy and any subsequent candidate nominated by management will, as a condition of such nomination, be required to abide by the Majority Voting Policy. In the event that any director who received a majority of votes "withheld" does not tender his or her resignation in accordance with the Majority Voting Policy, he or she will not be re-nominated for election by the Board.

Except as disclosed below, to the knowledge of the Company, no director or proposed director of the Company is, or has, within the ten (10) years prior to the date of this Circular, been a director or executive officer of any company, including the Company, that while that person was acting in that capacity:

1. was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

2. was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

3. within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Ronald Andrews was a director of Berkley Renewables Inc. ("Berkley") at the time it was cease traded by the Ontario and B.C. Securities Commissions on May 6, 2019 for failing to file required records, and the cease trade order has not been rescinded. Mr. Andrews resigned from the board of directors of Berkley on May 15, 2019.

To the knowledge of the Company, no director or proposed director of the Company has, within the ten

(10) years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

To the knowledge of the Company, no proposed director of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

‌STATEMENT OF EXECUTIVE COMPENSATION

Compensation details set out herein are presented in United States Dollars, the Company's functional currency, unless otherwise indicated. For purposes of this Statement of Executive Compensation, "named executive officer" or "NEO" of the Company means each of the following individuals:

1. the Company's chief executive officer ("CEO");

2. the Company's chief financial officer ("CFO");

3. each of the Company's three (3) most highly compensated executive officers, including any of its subsidiaries, or the three (3) most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, who were serving as executive officers as at the end of the most recently completed financial year and whose total compensation exceeded C$150,000 for the financial year; and

4. each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

   For the financial year ended December 31, 2025, the NEOs of the Company were:

   • David Wolfin, President and CEO

   • Nathan Harte, CFO

   • J.C. Rodríguez, COO, Chief Operating Officer

   • Peter Latta, VP Technical Services

   • Jennifer Trevitt, Corporate Secretary

‌Compensation Discussion and Analysis

The executive compensation program is comprised of fixed and variable elements of compensation; base salary, discretionary bonus, and equity-based incentive award in the form of stock options and restricted share units ("RSUs") to its executive officers. The Company recognizes the need to provide a compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive's level of responsibility. The three (3) components of the compensation package are included to enable the Company to meet different objectives.

The objectives of base salary are to recognize market pay and acknowledge the competencies and skills of individuals. The objective of discretionary bonuses (paid in the form of cash payments) is to add a variable component of compensation to recognize corporate and individual performances for executive officers and employees and may or may not be awarded in any financial year. The discretionary bonuses are short-term incentives. The objectives of equity based incentive award are to align the interest of executive officers with that of Shareholders by encouraging equity ownership through awards of stock options and RSUs, to motivate executives and other key employees to contribute and increase in corporate performance and shareholder value, and to attract talented individuals and reward achievement of long-term financial and

operating performance and focus on key activities and achievements critical to the ongoing success of the Company. Implementation of incentive stock options and RSUs plans and amendments thereto are the responsibility of the Company's Compensation Committee. The compensation of the executive officers is reviewed and recommended for Board approval by the Company's Compensation Committee. Although the Board has not formally evaluated the risks associated with the Company's compensation policies and practices, the Board has no reason to believe that any risks that arise from the Company's compensation policies and practices are reasonably likely to have a material impact on the Company.

The recommendations of the Compensation Committee are based primarily on a benchmarking analysis which compares the Company's pay levels and compensation practices with other reporting issuers which are selected based on similar size, asset value, production levels, and which are active in the industry and/or market in which the Company competes for talent (the "Selection Criteria"). This analysis provides valuable information that will allow the Company to make adjustments, if necessary, to attract and retain the best individuals to meet the Company's needs and provide value to the Shareholders. On September 16, 2025, the Compensation Committee engaged an outside compensation advisor, Global Governance Advisors Inc. ("GGA" or the "Compensation Consultant") to review market information and complete an analysis for the Company, which included reviewing and recommending a peer group of mining companies, reviewing the compensation strategy and providing the compensation data for the peer group. In formulating its recommendations and with input from the Compensation Consultant, the Compensation Committee benchmarked the compensation of the Company's directors and executive officers against companies based on the Selection Criteria, including the following companies: Americas Gold and Silver Corporation, Endeavour Silver Corp., Mako Mining Corp., Andean Precious Metals Corp., GoGold Resources Inc., Santacruz Silver Mining Ltd., Aya Gold & Silver Inc., Gold Resource Corporation, Vizsla Silver Corp., Bear Creek Mining Corporation, Guanajuato Silver Company Ltd., Discovery Silver Corp, and Integra Resources Corp. (collectively, the "Peer Group"). The Compensation Consultant also provided its recommendations to the Compensation Committee in the three compensation elements of executive compensation. The Compensation Committee reviewed these recommendations, and put forward their recommendations to the Board of Directors for approval.

The members of the Compensation Committee are Ronald Andrews (Chair), Mike Clark and Carolina Ordoñez, all of whom are independent, applying the definition set out in Section 1.4 of NI 52-110. See "Compensation Committee" for a discussion of the role and responsibilities of the Compensation Committee.

The general objectives of the Company's compensation strategy are to:

1. compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long term shareholder value;

2. align management's interests with the long-term interests of Shareholders;

3. provide a compensation package that is commensurate with other comparable companies to enable the Company to attract and retain talent; and

4. ensure that the total compensation package is designed in a manner that takes into account the Company's present stage of exploration, evaluation, extraction, and processing activities and its available financial resources. The Company's compensation packages have been designed to provide a blend of a non-cash stock option component and a reasonable salary. In addition, extraordinary efforts which enhance shareholder value are rewarded with cash bonuses.

Other than discussed above, the Company has no other forms of compensation. Payments may be made from time to time to individuals or companies that they control for the provision of consulting services which may be deemed a form of compensation. Such consulting services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm's length services providers.

In performing its duties, the Board has considered the implications of risks associated with the Company's compensation policies and practices. At its early stage of development and considering its current compensation policies, the Company has no compensation policies or practices that would encourage an executive officer or other individual to take inappropriate or excessive risks. A NEO or director is permitted for his or her own benefit and at his or her own financial risk, to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units or exchange funds, that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Compensation Elements

Actual compensation will vary based on the performance of the executives relative to the achievement of goals and the price of the Company's securities. Compensation elements are outlined below:

The Company relies on the discretion and judgment of the Board in establishing and amending contracts for all forms of compensation, including stock options and RSUs to be granted to the NEOs and the non-executive directors, and for reviewing the Compensation Committee's recommendations respecting compensation of the NEOs, to ensure such arrangements reflect the responsibilities and risks associated with each position. There is no formal process using objectives, criteria, or analysis, for determining compensation. However, the Compensation Committee considers a number of key factors (e.g., cash cost per ounce of silver equivalent, all-in sustaining cost per ounce of silver equivalent, operating margin and net income, share price relative to a competitive set of silver producers, safety and environmental issues, changes in amounts and categories of reserves and resources, total silver equivalent ounces produced and sold, investor and community relations, exploration results, financings, etc.), and considers these in comparison to other similar silver producers that have comparable market capitalizations, revenues, and total assets, including those in the Peer Group using the Selection Criteria. When determining the compensation of its officers, the Compensation Committee and the Board are guided by the general objectives of the Company's compensation strategy as set out above.

The following table and performance graph compares the yearly change in the cumulative total Shareholder return over the five (5) most recently completed financial years, assuming a $100 investment in the Common Shares on December 31, 2021 against the return of the S&P/TSX Composite Index and the NYSE Composite Index. The Company did not pay any dividends during this period.

Avino Silver & Gold Mines Ltd.

S&P/TSX Composite Index

NYSE Composite Index

The performance shown by this graph is reflective of the Company's executive compensation during 2021 to 2022, as well as in 2024 to 2025, with some divergence in 2023 due primarily to fluctuations in the market value for precious metals. During most of this period, silver price was flat with the price increasing in 2025. During 2023, there were modest increases in executive compensation as the Company had recently completed an acquisition, which brought on increased responsibilities. The Company performs benchmarking of executive management compensation in order to appropriately position executive compensation amongst its peers. Increases in the executive management's total compensation during the overall period were primarily driven by performance in share price, as the majority of executive management compensation is related to share-based awards or option-based awards.

Salaries for NEOs are determined evaluating the responsibilities inherent in the position held and the individual's experience and past performance, as well as by reference to the competitive marketplace for management talent in the Peer Group. The Compensation Committee refers to market information publicly available, as well as information provided by the Compensation Consultant. The annual base salary paid to the executive officers is, for the purpose of establishing appropriate increases, reviewed annually by the Board upon the recommendation of the Compensation Committee as part of the annual review of executive officers. Individual performance is evaluated based on goals and initiatives set at the beginning of the year. The decision on whether to grant an increase to the executive's base salary and the amount of any such increase is in the sole discretion of the Board and Compensation Committee.

One of the three (3) components of the Company's compensation package is a discretionary annual cash bonus, paid to recognize individual performance in attaining corporate goals and objectives. The Compensation Committee, at the end of the financial year, reviews actual performance against the objectives set by the Company and the NEOs at the beginning of the financial year. The assessment follows the strategic goals and performance objectives determined prior to any review of the non-equity incentives for NEOs, and these performance objectives were as follows:

The following table represents the details of the non-equity annual incentive calculation accrued for the financial year ended December 31, 2025:

(1) The weighting for Mr. Wolfin is 80% corporate score and 20% individual score, for Mr. Harte and Mr. Rodríguez is 70% corporate score and 30% individual score, and for Mr. Latta and Ms. Trevitt is 50% corporate score and 50% individual score.

(2) The amounts payable in cash to the NEOs were accrued as of December 31, 2025.

Equity-based incentive awards are in the form of the grant of incentive stock options and RSUs. The objective of the equity-based incentive award is to reward executive officers, employees and directors' individual performance at the discretion of the Board upon the recommendation of the Compensation Committee.

The Company currently maintains the Plans (as defined below), under which stock options exercisable to acquire Common Shares have been granted and may be granted to purchase a number of Common Shares equal to up to 10% of the Company's issued and outstanding capital from time to time. Unallocated entitlements under the 2018 RSU Plan were last approved by the Shareholders on May 30, 2024, and the maximum number of RSU Shares issuable under the 2018 RSU Plan shall not, together with all other security-based compensation arrangements of the Company exceed 10% of the issued and outstanding Common Shares as at the date of such Grant (as defined below) on a non-diluted basis. For the financial year ended December 31, 2025, 1,547,715 RSUs were granted under the 2018 RSU Plan to officers, directors, employees and consultants and 1,751,868 were vested. The value of the RSUs is based on the closing price of the Common Shares on the vesting date. The RSUs will vest one-third annually over three

(3) years, until fully vested from the date of the awards, and provided that these designated persons are continuously employed with or providing services to Avino.

The Plans are administered by the Compensation Committee. The process the Company uses to grant equity-based incentive awards is upon the recommendations of the Compensation Committee.

The role of the Compensation Committee is to recommend to the Board the compensation of the Company's directors and the executive officers which the Committee determines is suitable. All previous grants of equity-based incentive awards are taken into account when considering new grants.

The following table represents the details of the equity-based incentive calculation for the financial year ended December 31, 2025:

‌Summary Compensation Table

The following table sets forth particulars concerning the compensation paid or accrued for services rendered to the Company in all capacities during the last three (3) most recently completed financial years ended December 31, 2025 of the Company to its NEOs:

(1) Unallocated entitlements under the 2018 RSU Plan were last approved by the Shareholders on May 30, 2024, and the maximum number of RSU Shares issuable under this Plan shall not, together with all other security-based compensation arrangements of the Company exceed 10% of the issued and outstanding Common Shares as at the date of such Grant (as defined below) on a non-diluted basis. For the year ended December 31, 2025, 1,547,715 RSUs were granted under the 2018 RSU Plan to officers, directors, employees and consultants and 1,751,868 were vested. The value of the RSUs is based on the closing price of the Common Shares on the vesting date. The RSUs will vest one-third annually over three years, and the amount above reflects the accrual for unvested share-based awards issued in the

current and previous years, as at December 31, 2025. The closing market price on March 25, 2025, March 29, 2025 and April 1, 2025, was C$2.63 per Common Share, C$2.65 per Common Share, and C$2.52 per Common Share, respectively, representing the three vesting dates in 2025.

(2) The methodology used to calculate the grant-date fair value is based on the Black-Scholes Option Pricing Model. During the year ended December 31, 2025, 2,547,000 option-based awards were granted to officers, directors, employees, and consultants. The fair value was estimated using the following weighted-average assumptions: risk-free interest rate of 2.80%, expected dividend yield of 0%, expected option life of 5 years, expected forfeiture rate of 13% and expected share price volatility of 60.28%.

(3) The Company does not have a non-equity incentive plan.

(4) The Company does not have any pension plans.

(5) Discretionary cash payment of incentive bonuses. Amounts are accrued at the end of the year in which they are earned, and paid subsequent to the end of the year in the first fiscal quarter.

(6) Mr. David Wolfin was appointed CEO on June 24, 2010. Mr. Wolfin's salary was paid to Intermark Capital Corp., a private BC corporation controlled by Mr. Wolfin.

(7) All compensation to Mr. David Wolfin, Mr. Nathan Harte, Mr. Peter Latta and Ms. Jennifer Trevitt is paid in Canadian dollars and are converted into US dollars by applying an exchange rate of US$1.00 = C$1.3979 for 2025, US$1.00 = C$1.3700 for 2024 and US$1.00 = C$1.3495 for 2023 based on the average exchange rate for the year quoted by the Bank of Canada.

(8) Mr. José Carlos Rodríguez Moreno receives his salary in Mexican Pesos ("MXP"). For 2025, Mr. Rodríguez' salary of MXP 5,090,729, was converted into US dollars by applying an exchange rate of 1MXP = US$0.0521.

‌Equity-Based Incentive Plan Awards

The following table sets forth the options and RSUs granted to the NEOs to purchase or acquire securities of the Company outstanding at December 31, 2025:

(1) The option exercise price is quoted in Canadian dollars as they relate specifically to the Canadian dollar share price as quoted on the TSX.

(2) Value of unexercised in-the-money options is based on the difference between the closing price of the underlying Common Shares on the TSX as at December 31, 2025 and the exercise price of the option. The closing price for the Common Shares on the TSX as at December 31, 2025 was C$8.54 per Common Share.

(3) The Awards are calculated in Canadian dollars and are converted into US dollars by applying an exchange rate of US$1.00 = C$1.3979, which represents the average exchange rate for the year 2025 quoted by the Bank of Canada.

(4) Unallocated entitlements under the 2018 RSU Plan were last approved by the Shareholders on May 30, 2024, and the maximum number of RSU Shares issuable under this Plan shall not, together with all other security-based compensation arrangements of the Company exceed 10% of the issued and outstanding Common Shares as at the date of such Grant on a non-diluted basis. For the year ended December 31, 2025, 1,547,715 RSUs were granted under the 2018 RSU Plan to officers, directors, employees and consultants and 1,751,868 were vested. The value of the RSUs is based on the closing price of the Common Shares on the vesting date. The RSUs will vest one-third annually over three years, and the amount above reflects the accrual for unvested share-based awards issued in the current and previous years, as at December 31, 2025. The closing market prices on the issuance dates of March 29, 2023, April 1, 2024 and April 11, 2025 were C$1.12, C$1.02 and C$2.11, respectively, per Common Share, representing the three RSU grant dates.

An "incentive plan" is any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specific period. An "incentive plan award" means compensation awarded, earned, paid or payable under an incentive plan.

The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to NEOs during the most recently completed financial year ended December 31, 2025:

(1) The aggregate dollar value that would have been realized if the options granted during the year had been exercised on the vesting date.

(2) The Awards are calculated in Canadian dollars and are converted into US dollars by applying an exchange rate of US$1.00 = C$1.3979 which represents the average exchange rate for the year 2025 as quoted by the Bank of Canada.

(3) The closing market price on March 25, 2025, March 29, 2025 and April 1, 2025, was C$2.63 per Common Share, C$2.65 per Common Share, and C$2.52 per Common Share, respectively, representing the three vesting dates in 2025.

‌Pension Plan Benefits

No pension plan or retirement benefit plans have been instituted by the Company and none are proposed at this time.

The Company does not have in place policies which restrict the ability of directors or executive officers to purchase financial instruments, such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by a director or executive officers. However, any such purchases would be subject to applicable insider reporting requirements.

‌Termination and Change Of Control Benefits

On January 1, 2019, the Company entered into a consulting agreement (the "Intermark Consulting Agreement") with Intermark Capital Corporation ("Intermark"), a company owned by Mr. Wolfin; the Intermark Consulting Agreement was renewed for a period of three (3) years on January 1, 2022 with the same terms and conditions, expired December 31, 2025. The Intermark Consulting Agreement can be terminated at any time as follows:

1. by Intermark electing to give the Company not less than three (3) months prior notice of such termination;

2. by the Company electing to give Intermark three (3) months prior notice of such termination along with a termination payment equal to the annual consulting fees; and

3. by Intermark electing to give the Company notice, in the event that there occurs a "Change of Control" (as defined below) within six (6) months of the effective date of such Change of Control, and if Intermark so elects to terminate the Intermark Consulting Agreement, then Intermark will be immediately entitled to a termination payment equal to C$2 million.

On any termination of the Intermark Consulting Agreement, all outstanding stock options granted to Intermark shall be exercisable in accordance with the terms of the option agreements covering such grants. If there is any inconsistency between the terms of the Intermark Consulting Agreement and the terms of any stock option agreement governing the grant of any stock options to Intermark or Mr. Wolfin, as principal of Intermark, then the terms of such stock option agreement will prevail.

On July 1, 2013, Oniva Silver & Gold Mines, S.A. de C.V. ("Oniva Mexico"), a Mexican subsidiary of the Company, entered into an individual employment contract for an indefinite period dated July 1, 2013 between Oniva Mexico, represented by Mr. Wolfin, and Mr. José Carlos Rodríguez Moreno, as modified by an addendum dated July 15, 2013 and further amended by an amendment entered into as of April 14, 2014 (the "Rodríguez Employment Agreement"). The Rodríguez Employment Agreement can be terminated at any time as follows:

1. by Mr. Rodríguez electing to give Oniva Mexico not less than three (3) months prior notice of such termination;

2. by Oniva Mexico electing to give Mr. Rodríguez three (3) months prior notice of such termination along with a termination payment equal to the sum of the "Rodríguez's Fee" (as such term is defined in the Rodríguez Employment Agreement) earned pursuant to Section 10 during the preceding twelve (12) months prior to the month notice of termination was given plus any unpaid vacation and other amounts due to him up to the termination; and

3. (i) by Mr. Rodríguez electing to give Oniva Mexico notice, in the event that there occurs a Change of Control (as defined below) within 6 months of the effective date of such Change of Control, or (ii) by Oniva Mexico upon notice to Mr. Rodríguez within three (3) months prior to or within six (6) months after a Change of Control is announced by Oniva Mexico, or the

Company, then Mr. Rodríguez will be entitled to a termination payment equal to three (3) times the sum of Rodríguez's Fee earned pursuant to Section 10 of the Rodríguez Employment Agreement during the preceding twelve (12) months prior to the month notice of termination was given, plus any accrued vacation and other amounts due to him up to the termination.

On any termination of the Rodríguez Employment Agreement, all outstanding stock options granted to Mr. Rodríguez shall be exercisable in accordance with the terms of the option agreements covering such grants. If there is any inconsistency between the terms of the Rodríguez Employment Agreement and the terms of any stock option agreement governing the grant of any stock options to Rodríguez, then the terms of such stock option agreement will prevail.

For the purposes of the discussion of the Intermark Consulting Agreement and Rodríguez Employment Agreement discussed above, a "Change of Control" shall be deemed to have occurred when:

1. any person, entity or group becomes the beneficial owner of 20% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors, and such person, entity or group uses such effective voting control to change a majority of the Board of Directors of the Company, either all at once or through any series of elections and appointments when considered together; or

2. completion of the sale or other disposition by the Company of all or substantially all of the Company's assets or a reorganization or merger or consolidation of the Company with any other entity or corporation, other than:

   1. a reorganization or merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50.1% of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such reorganization or merger or consolidation; or

   2. a reorganization or merger or consolidation effected to implement a recapitalization or reincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor.

On May 30, 2019, the Company entered into a Change of Control Agreement with Mr. Nathan Harte, a NEO of the Company, as amended on March 14, 2023 (the "Harte CoC Agreement"). If a "Change of Control" (as defined below) occurs, and Mr. Harte's employment is terminated by the Company for any reason, except excluding a termination for just cause, within six (6) months of the date of the Change of Control, or Mr. Harte resigns from his employment for "Good Reason" (as defined below) during such six

(6) month period, then Mr. Harte shall be entitled to receive from the Company an amount equal to Mr. Harte's then current monthly base salary multiplied by twenty four (24) months, and Mr. Harte will be paid his salary, accrued bonuses, if any, and vacation earned and other amounts due to him up to the termination date; the amount is to be paid in a lump sum within 10 business days of the Change in Control termination date.

On May 30, 2019, the Company entered into a Change of Control Agreement with Mr. Peter Latta, a NEO of the Company, as amended on March 14, 2023 (the "Latta CoC Agreement"). If a "Change of Control" (as defined below) occurs, and Mr. Latta's employment is terminated by the Company for any reason, except excluding a termination for just cause, within six (6) months of the date of the Change of Control, or Mr. Latta resigns from his employment for "Good Reason" (as defined below) during such six (6) month period, then Mr. Latta shall be entitled to receive from the Company an amount equal to Mr. Latta's then

current monthly base salary multiplied by twenty four (24) months, and Mr. Latta will be paid his salary, accrued bonuses, if any, and vacation earned and other amounts due to him up to the termination date; the amount is to be paid in a lump sum within 10 business days of the Change of Control termination date.

On May 15, 2023, the Company entered into a Change of Control Agreement with Ms. Jennifer Trevitt, a NEO of the Company (the "Trevitt CoC Agreement", and together with the Harte CoC Agreement and Latta CoC Agreement, the "CoC Agreements"). If a "Change of Control" (as defined below) occurs, and Ms. Trevitt's employment is terminated by the Company for any reason, except excluding a termination for just cause, within six (6) months of the date of the Change of Control, or Ms. Trevitt resigns from her employment for "Good Reason" (as defined below) during such six (6) month period, then Ms. Trevitt shall be entitled to receive from the Company an amount equal to Ms. Trevitt's then current monthly base salary multiplied by twelve (12) months, and Ms. Trevitt will be paid her salary, accrued bonuses, if any, and vacation earned and other amounts due to her up to the termination date; the amount is to be paid in a lump sum within 10 business days of the Change in Control termination date.

For the purposes of the discussion of the CoC Agreements discussed above, a "Change of Control" shall be

deemed to have occurred when:

1. any change of the holding of voting securities of the Company whereby as a result of such change a person (not affiliated with the Company) or a group of persons (none of which is affiliated with the Company) acting in concert, hold or control, directly or indirectly, by or for the benefit of such person or persons, voting securities of the Company carrying more than 50% of the votes for the election of directors, whether such change in the holding or control of such securities occurs by way of reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, acquisition or otherwise;

2. the acquisition by a person (not affiliated with the Company) or a group of persons (none of which is affiliated with the Company) acting in concert, pursuant to a take-over bid, as defined in the applicable securities legislation or securities regulatory instruments, of voting securities of the Company that, together with the voting securities of the Company already held by such person or group, constitute 20% or more of the outstanding voting securities of the Company, if within six (6) months following take-up under such take-over bid, the Board of Directors of the Company is reconstituted so that the majority of the Board comprises persons who, prior to such take-over bid, were not directors of the Company, in which case the Change of Control is deemed to occur as of the effective date of such reconstitution;

3. the sale or other disposition, whether by way of purchase, joint venture, exchange or otherwise, to any person (not affiliated with the Company) or a group of persons (none of which is affiliated with the Company) acting in concert, of assets of the Company, or interests therein, having a value greater than 50% of the fair market value of the assets of the Company and any subsidiaries on a consolidated basis determined as at the date of the entering into of the transaction, if within six (6) months following completion of such disposition, the Board is reconstituted so that the majority of the Board comprises persons who, prior to such disposition, were not directors of the Company, in which case the Change of Control is deemed to occur as of the effective date of such reconstitution; or

4. a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company or any of its affiliates and another corporation or other entity as a result of which the holders of voting securities of the Company prior to the completion of the transaction hold less than 50% of the outstanding voting securities of the successor corporation after completion of the transaction.

   For the purposes of the foregoing definition:

   1. the number of voting securities of the Company held by a person or group of persons will include voting securities of the Company beneficially owned by them as determined in accordance with section 1.8 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids or any successor provision;

   2. a person is affiliated with the Company if one of them is controlled by the other or each of them is controlled by the same person; and

   3. an issuer is controlled by a person if voting securities of the issuer are held, other than by way of security only, by or for the benefit of the person and those voting rights entitle the holder to elect a majority of the directors of the issuer.

In addition, for the purposes of the discussion of the CoC Agreements discussed above, "Good Reason" means the occurrence of any of the following events without the NEO's written consent:

1. a material diminution of the NEO's title, authority, status, duties or responsibilities;

2. any reduction of the base salary of the NEO;

3. a material breach by the Company of the CoC Agreement; or

4. a relocation of the principal place of work of the NEO by more than 50 kilometres.

If a change of control or termination without cause or justification had occurred on December 31, 2025, a reasonable estimate of the amounts that would be payable to each of the NEOs would be as follows:

(1) "Change of Control" for each NEO is as defined in their respective agreements discussed above. The estimate provided does not include accrued bonuses, if any, accrued vacation, if any, and other amounts due to the NEO up to the termination. The estimate assumes that all such bonuses, accrued vacation and other amounts due have been timely paid or used, as applicable.

(2) The Company is not required to disclose notice of termination without cause, or compensation in lieu thereof, which are implied as a term of employment at common law. Amounts disclosed are lump sum payments expressly agreed to by the Company and Intermark, and Oniva Mexico and Rodríguez, upon termination of the Intermark Consulting Agreement and the Rodríguez Employment Agreement, respectively, without any material breach, cause or justification.

(3) The estimates assume vesting of Options and RSUs upon change of control.

(4) All compensation to Mr. Wolfin, Mr. Harte, Mr. Latta and Ms. Trevitt is paid in Canadian dollars and are converted into US dollars by applying an exchange rate of US$1.00 = C$1.3979 for 2025, based on the average exchange rate for the year quoted by the Bank of Canada.

(5) All compensation to Mr. Rodríguez is paid in MXP and was converted into US dollars by applying an exchange rate of 1MXP

= US$0.0521.

‌Director Compensation

The following table sets forth the value of all compensation paid to the directors, excluding Mr. Wolfin who is paid as an officer and not as a director, in their capacity as directors for the year ended December 31, 2025:

*Independent and Non-Executive Directors

(1) All director compensation is paid in Canadian dollars and is converted into US dollars by applying an exchange rate of US$1.00 = C$1.3979, average exchange rate for the year 2025 as quoted by the Bank of Canada.

(2) Unallocated entitlements under the 2018 RSU Plan were last approved by the Shareholders on May 30, 2024, and the maximum number of RSU Shares issuable under this Plan shall not, together with all other security-based compensation arrangements of the Company exceed 10% of the issued and outstanding Common Shares as at the date of such Grant on a non-diluted basis. For the year ended December 31, 2025, 1,547,715 RSUs were granted under the 2018 RSU Plan to officers, directors, employees and consultants and 1,751,868 were vested. The value of the RSUs is based on the closing price of the Common Shares on the vesting date. The RSUs will vest one-third annually over three years, and the amount above reflects the accrual for unvested share-based awards issued in the current and previous years, as at December 31, 2025. The closing market prices on the issuance dates of March 29, 2023, April 1, 2024 and April 11, 2025 were C$1.12, C$1.02 and C$2.11, respectively, per Common Share, representing the three RSU grant dates.

(3) The methodology used to calculate the grant-date fair value is based on the Black-Scholes Option Pricing Model. During the year ended December 31, 2025, 2,547,000 option-based awards were granted to officers, directors, employees, and consultants. The fair value was estimated using the following weighted-average assumptions: risk-free interest rate of 2.80%, expected dividend yield of 0%, expected option life of 5 years, expected forfeiture rate of 13% and expected share price volatility of 60.28%.

(4) The Company does not have any non-equity incentive plans.

(5) The Company does not have any pension plans.

(6) Mr. Bojtos is not standing for re-election at the Meeting.

(7) Mr. Clark became a director of the Company on May 28, 2025.

The Board, on recommendation of the Compensation Committee, determines director compensation. The objective in determining such director compensation is to ensure that the Company can attract and retain experienced and qualified individuals to serve as directors. The Company compensates its non-executive directors through the payment of directors' fees, plus annual retainer for Board and Committee chairs, and per meeting fees, and through the grant of incentive stock options and RSUs. All retainers are paid pro rata on a quarterly basis. The non-executive directors receive the following annual retainers and other fees for their services as directors: