Banro Announces Proposed Financing
April 19th, 2006
**NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES**
TORONTO, April 19: Banro Corporation (“Banro” or the “Company”) (AMEX - “BAA”; TSX - “BAA”) is pleased to announce that it has engaged RBC Capital Markets to act as lead manager of a proposed marketed offering (the “Offering”) of common shares (“Shares”) of the Company. Aggregate gross proceeds from the Offering are anticipated to be approximately Cdn$50,000,000. The Offering will also include Raymond James Ltd. and MGI Securities Inc. The underwriters will have an option, exercisable for a period of 30 days from the date of closing, to purchase up to 10% in additional Shares at a price equal to the Offering price to cover over-allotments and for market stabilization purposes.
The Shares will be offered by way of a short form prospectus in all of the provinces of Canada, other than Quebec. A preliminary short form prospectus with respect to the Offering has been filed by Banro by way of SEDAR with the securities regulatory authority in each of the provinces of Canada, other than Quebec. The Shares will be offered in the United States to qualified institutional buyers on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. The Shares will also be offered in certain jurisdictions outside of Canada and the United States.
The Company intends to use the net proceeds of the Offering to finance the continued exploration and development of the Company’s wholly-owned Twangiza, Lugushwa, Namoya and Kamituga gold projects in the Democratic Republic of the Congo (the “DRC”), and for general corporate purposes.
Closing of the Offering is subject to certain conditions, including, but not limited to, receipt of all necessary securities regulatory approvals (including the approval of the Toronto Stock Exchange).
Peter N. Cowley, President and Chief Executive Officer of Banro, commented, “We are currently accelerating exploration, with drilling on three of our projects. This Offering is expected to fund Banro through the feasibility studies planned for 2007. The Offering is also intended to improve the liquidity of the Company’s shares in a period when the DRC is gaining acceptance as an investment destination.”
The Shares offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.
Banro is a Canadian-based gold exploration company focused on the development of four major, wholly-owned gold projects along the 210 kilometre-long Twangiza-Namoya gold belt in the South Kivu and Maniema provinces of the DRC. Led by a proven management team with extensive gold and African experience, Banro’s strategy is to unlock shareholder value by increasing and developing its significant gold assets in a socially and environmentally responsible manner.
Forward-Looking Statements: This press release contains forward-looking statements that are based on the Company’s current expectations and estimates. Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate”, “estimate” and other similar words or statements that certain events or conditions “may” or “will” occur, and include, without limitation, statements regarding the closing of the Offering and the Company’s plans with respect to the exploration and development of its DRC projects. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Factors that could cause such differences include changes in world gold markets and equity markets, political developments in the DRC, changes to regulations affecting the Company’s activities, uncertainties relating to the availability and costs of financing needed in the future, the uncertainties involved in interpreting drilling results and other ecological data and the other risks involved in the gold exploration and development industry. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward- looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
For further information please contact:
Peter N. Cowley, President and C.E.O.
United Kingdom, Tel: (44) 790-454-0856
Arnold T. Kondrat, Executive Vice-President
Martin Jones, Vice-President, Corporate Development
Toronto, Ontario, Tel: (416) 366-2221 or 1-800-714-7938