Banro Sets Terms of Financing and Files Final Prospectus
May 1st, 2006
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Canada - May 1, 2006 - Banro Corporation (“Banro” or the “Company”) (AMEX - “BAA”; TSX - “BAA”) is pleased to announce that it has finalized the terms of its previously announced financing (see the Company’s press release dated April 19, 2006). The Company, together with the underwriters, have determined that the financing (the “Financing”) will consist of 3,925,000 common shares of the Company issued at a price of Cdn$12.80 per share for total gross proceeds of Cdn$50,240,000. The underwriters (comprising RBC Capital Markets as lead manager, Raymond James Ltd. and MGI Securities Inc.) will have an option, exercisable for a period of 30 days from the date of closing, to purchase up to 451,000 in additional common shares of the Company at a price of Cdn$12.80 per share.
The Company has filed, by way of SEDAR with the securities regulatory authority in each of the provinces of Canada other than Quebec, a final short form prospectus with respect to the shares offered under the Financing (the “Offered Shares”). The Offered Shares are also being offered (a) 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, and (b) in certain jurisdictions outside of Canada and the United States.
The Company intends to use the net proceeds of the Financing 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 Financing, which is subject to certain conditions, is expected to occur on or about May 4, 2006.
The Offered Shares 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 Offered 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 Financing 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, Toronto, Ontario, or Martin Jones, Vice-President, Corporate Development, Toronto, Ontario, Tel: (416) 366-2221 or 1-800-714-7938.