Liberty Street Capital Corp. Proposes Eight Directors to the Board of Banro Corporation

TORONTO, June 5, 2014 /CNW/ - Liberty Street Capital Corp. ("Liberty Street"), working jointly with Mr. Noam Franklin, announced today that it has filed with Banro Corporation ("Banro" or the "Company") a notice of nomination (the "Nomination Notice") in accordance with the advance notice by-law of the Company, indicating Liberty Street's intention to nominate eight directors to be elected to the Board of Directors of the Company at the annual meeting of the Company on June 27, 2014.  A copy of the Nomination Notice is attached as Schedule "A" to this Release.

Liberty Street's highly experienced nominees are committed to transforming governance at the Company and to achieve the following key objectives:

  • Augment corporate governance practices at the Board and Management levels by adding experienced business people who have deep roots and expertise from the Democratic Republic of Congo ("DRC").
  • Adjust executive compensation to be better tied to corporate performance.
  • Efficiently transform the Company from an exploration and development business to a production focused Company.

INDEPENDENT AND DRC-EXPERIENCED BOARD NOMINEES:

The Liberty Street proposed slate of directors has requisite experience in the DRC (two of them being residents of the DRC, and three others having conducted business in the DRC for approximately 10 years) and in the mining industry.  Included in this multi-faceted team are individuals who have a track record for creating and enhancing shareholder value, as well as the requisite specialized skills in corporate governance, corporate finance and operations management.

Information regarding Liberty Street's eight nominees for the Board of Directors of Banro is set forth below:

Loudon F. McLean Owen: Mr. Owen is a principal of Liberty Street Capital Corp., a private merchant bank with a track record for shareholder activism and value creation.  As a lawyer and a venture capitalist, Mr. Owen brings over 25 years of experience across a wide array of businesses.  He currently serves as Chairman of Quantec Geoscience Inc., a leading ground-based geophysics firm with operations globally, including in Africa. Mr. Owen has initiated successful change recently at Genesis Land Development (TSX:GDC), Kilo Goldmines (TSX-V:KGL), a DRC gold exploration company, and as Chairman of i4i Inc., where he stewarded the largest intellectual property award of its kind against Microsoft. Mr. Owen also currently serves on the boards of a range of private corporations, and has been actively investing in the DRC, and has had an office there, since 2006.  Mr. Owen was recently appointed to the Board of Aureus Mining Inc. (LSE:AUE & TSX-V:AUE), and is based in Toronto, Canada.

Michel Losembe: Mr. Losembe is a senior and very well-respected DRC-based banker with significant expertise in the DRC and regional financial sector. He currently serves as the CEO and Managing Director of Banque International pour l'Afrique au Congo (BIAC) and also leads, as Chairman, the Association congolaise des banques (the Congolese Banking Association). Prior to joining BIAC, Mr. Losembe served as the CEO of Citibank Congo SARL for nine years.  Mr. Losembe is a long-standing member of the Federation des Entreprises du Congo (FEC) where he currently serves on the Board of Directors as the Vice-President in charge of finance. Mr. Losembe is based in Kinshasa, DRC.

Imran R. Patel: Mr. Patel is an entrepreneur and former capital markets professional who has been a champion of investment in the DRC for over a decade. He possesses significant DRC in-country know-how, operating expertise, and capital markets experience. Mr. Patel and his family have been resident in the DRC for over 60 years, a period during which they have built and managed various successful companies. During his long tenure at a leading Toronto-based investment fund, he advised and invested in numerous companies in need of strategic and operational expertise in the resource, agriculture, and aviation industries, amongst others.  Mr. Patel serves as a director of several DRC-based private companies, is an advisor to Kilo Goldmines (TSX-V:KGL), as well as a director of a charitable foundation focused on community-level sustainable development in the DRC.

Niral V. Merchant: Mr. Merchant has 20 years of experience in the operations and c-level management of industrial and natural resource-based industries, coupled with expertise in corporate finance and the implementation of financial controls and reporting systems. Mr. Merchant has been involved in operations and investing in the DRC since 2006, and has served on and advised the Board of numerous private and public companies. He has served as Chief Financial Officer for two industrial-focused businesses listed on the Toronto Stock Exchange with interests in emerging markets.  Mr. Merchant began his career with KPMG LLP, holds both the CPA (CA) and CFA designations and is based in Toronto, Canada.

Edwin Nordholm: Mr. Nordholm, a lawyer by training, is a principal at Liberty Street Capital Corporation. Given his vast experience in the field, Mr. Nordholm is a leading corporate restructuring and corporate reorganization practitioner. He previously served as Senior Vice President of the Tricap Restructuring Fund, an investment fund managed by Brookfield Asset Management Inc. (NYSE:BAM & TSX:BAM-A) that focuses on investments in companies requiring financial and/or operational restructuring. Mr. Nordholm has served on the boards of numerous public and private companies and is based in Toronto, Canada.

Thomas Pladsen: Mr. Pladsen has over 20 years' experience in the exploration and mining industry. Mr. Pladsen, who received his Chartered Accountant designation with KPMG LLP in Toronto in the mid 1980's, has since held various financial positions with TSX-listed, TSX-V-listed, and private mining and technology companies. He served as the Chief Executive Officer and Chief Financial Officer of Katanga Mining Limited (a DRC-based copper and cobalt producer) and was one of its key founders. Subsequently, Mr. Pladsen served as Chief Financial Officer of Andina Minerals, which was acquired for $103 million by Hochschild Mining, and Chief Financial Officer of Merc International Minerals Inc. He is a director of Carrie Arran Resources Inc. (TSX-V:SCO), EPM Mining Ventures Inc. (TSX-V:EPK), KWG Resources Inc. (TSX-V:KWG), Northfield Capital Corporation (TSX:NFD-A) and White Pine Resources Inc. (TSX-V:WPR). Mr. Pladsen is based in Toronto, Canada.

James R. (Northcote) Gillis: Mr. Gillis is currently the Managing Director of the Morgan Geare Group, a private merchant bank that provides investment and financial advisory support in the energy, infrastructure and real estate sectors. Morgan Geare's primary clients include the Government of Canada, Cameco (TSX:CCO), and EPCOR Utilities Inc., amongst others. Previously, he held the position of Deputy Minister of Energy for the Province of Ontario, Vice Chairman of the Desjardins Group, the sixth largest bank in Canada, as well as Vice President and Director of TD Securities.  Mr. Gillis serves as Director of Temporal Power, a developer and manufacturer of electricity storage solutions and is a member of the Investment Committee of Fiera Axium Infrastructure, an independent portfolio management firm specializing in core infrastructure investments. Mr. Gillis is based in Toronto, Canada.

Scot Martin: Mr. Martin is the Chairman and Co-CEO of youRhere Inc., a leader in the interactive segment of Canada's digital signage industry. Prior to joining youRhere, He spent 30 years as a corporate and investment banking professional, holding a number of senior positions in the industry, including Managing Director and Head of Investment Banking at Scotia Capital Markets, Deputy Chairman and Co-Head, Canadian Relationship Management at Scotia Capital, Vice-Chairman of Corporate and Investment Banking at National Bank Financial, and Partner at Blair Franklin Capital Partners. Mr. Martin is based in Toronto, Canada.

About Liberty Street Capital Corp.

Liberty Street Capital Corp. is a privately held merchant bank focused on unlocking shareholder value.  Liberty Street, its principals, and its affiliates have a significant track-record in creating and maximizing shareholder value.  Liberty Street is based in Toronto, Canada and invests in Canada and various emerging markets.

Additional Information

Banro has announced that it will hold its annual meeting of shareholders on June 27, 2014 in Toronto, Canada. Liberty Street's nominees will be considered for election at that meeting. Prior to the meeting, Liberty Street expects to furnish a proxy circular to shareholders of Banro, together with a BLUE proxy card. SHAREHOLDERS OF BANRO ARE URGED TO READ THE PROXY CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the proxy circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at http://www.sedar.com.

Information in Support of Public Broadcast Solicitation

Liberty Street is relying on an exemption under applicable Canadian corporate and securities laws to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Liberty Street and not by or on behalf of the management of Banro. Liberty Street is acting jointly and in concert with Mr. Noam Franklin in connection with this solicitation.

Liberty Street owns 1,000 of the Company's common shares, which it obtained after the record date for the Company's upcoming annual meeting. Mr. Franklin owns 10,000 of the Company's common shares, which he has held since prior to the record date for the Company's upcoming annual meeting.

The address of Banro is 1 First Canadian Place, 100 King St. W., Suite 7070, Toronto, Ontario M5X 1E3.

Liberty Street has filed this Release and the Nomination Notice dated May 27, 2014 (the "Nomination Notice") which contains the information required by applicable corporate and securities laws in respect of its proposed nominees, all of which information is incorporated by reference in this Release. The Nomination Notice will be available on the Company's company profile on SEDAR at http://www.sedar.com.

Proxies for the Banro shareholders' meeting may be solicited by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Liberty Street who will not be specifically remunerated therefor. In addition, Liberty Street may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. Liberty Street may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Liberty Street.

All costs incurred for the solicitation will be borne by Liberty Street. Liberty Street intends to seek reimbursement from the Company for all such costs (including proxy solicitation expenses and legal and other professional costs, expenses, fees and disbursements.)

A registered holder of common shares of Banro that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Liberty Street, or as otherwise provided in the proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Banro at any time up to and including the last business day preceding the day the meeting of Banro shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.

A non‐registered holder of common shares of Banro will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non‐ registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non‐registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.

Neither Liberty Street, nor any of its directors or officers, or any associates or affiliates of the foregoing, nor any of Liberty Street's nominees for the Board of Directors of Banro, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Banro's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Banro or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming meeting of Banro shareholders, other than the election of directors.

NOMINATION NOTICE

Noam Franklin
101 W 86 Street, Apartment 3D
New York, NY 10024 USA


May 27, 2014

Banro Corporation 1 First Canadian Place
100 King St. West, Suite 7070
Toronto, Ontario M5X 1E3
Tel. 416 366-2221
Fax. 416 366-7722
Attn: Geoffrey G. Farr, Corporate Secretary

HAND DELIVERED VIA COURIER

RE: ADVANCE NOTICE BY-LAW  -  NOTICE OF NOMINATION

Dear Sir,

I am a shareholder of 10,000 common shares carrying the right to vote of Banro Corporation ("Banro" or the "Corporation") as of today, and was a shareholder of 10,000 common shares carrying the right to vote of Banro as of May 12, 2014, the record date for the Annual General Meeting to be held on June 27, 2014.

I hold no proxy, contract, arrangement, understanding or relationship with a third party pursuant to which I have any right to vote any shares of the Corporation, except for an informal arrangement with Liberty Street Capital Corp. to work cooperatively on this initiative.

In accordance with By-Law No. 4 of the Corporation, I wish to nominate, as Nominating Shareholder (as defined in By-Law No. 4 of the Corporation), the following individuals to serve as Directors of the Corporation ("Nominated Directors"), which information is as of today:

Name & Address
Business/Residential
Age Number of
Shares
Owned/Class
Principal Occupation
Michel Losembe

87 Bis, Boulevard du 30 Juin
Commune de la Gombe
B.P. 8725
Kinshasa, DRC

10 Avenue de l'Ouganda
Commune de la Gombe
Kinshasa, DRC
50 Nil CEO, Banque
Internationale pour
l'Afrique au Congo
(BIAC) (Jan 2013
- Present)

Managing Director,
Citigroup Congo (June
2002 - Dec 2012)
Loudon F. Mclean Owen

Suite 1200, 141 Adelaide St.
West, Toronto, Ontario, M5H 3L5

18 Jainey Place, Toronto, Ontario,
M5M 3S5
57 Nil Managing Partner,
Mclean Watson Capital
Inc. (since 1992)
Imran Patel

Suite 1200, 141 Adelaide St.
West, Toronto, Ontario, M5H 3L5

50 John St #814, Toronto, Ontario,
M5V 3T5
36 Nil Independent Business
Consultant (Feb 2012 -
Present)

Investment Analyst,
Anson Group (July
2009- Feb 2012)

Market Research, Midas
Safety Inc. (Oct 2007
- July 2009)
Niral V. Merchant

Suite 1200, 141 Adelaide St.
West, Toronto, Ontario, M5H 3L5

48 Apple Grove Court
Maple, Ontario, L6A 4C3
39 1,000 Managing Director,
Augmentram Capital
Corp.,  (Oct 2010 -
Present

Chief Financial Officer,
Hanfeng Evergreen Inc.
(Mar 2011 - Feb 2014)

Chief Financial Officer,
Royal Laser Corp. (Mar
2003 - Oct 2010)
Edwin Nordholm

Suite 230, 171 East Liberty St.
Toronto, Ontario, M6K 3P6

130 Chudleigh Avenue, Toronto,
Ontario, M4R 1T6
54 1,000 President, Liberty Street
Capital (May 2012 -
Present)

Counsel, Davis LLP (Sept
2010 - May 2012)

President, Black Tusk
Advisors Inc. (2006  -
Sept 2010)
James Robert Gillis

120 Adelaide St West, Suite 2105,
Toronto, Ontario, M5H 1T1

111 Balmoral Avenue, Toronto,
Ontario, M4V 1J5
44 Nil Managing Partner,
Morgan Geare Inc. 
(since 2008)
Scot Martin

4 Russell Hill Dr.
Toronto, Ontario
M5R 2V6

4 Russell Hill Dr.
Toronto, Ontario
M5R 2V6
56 Nil Chairman and co-CEO of
youRhere Inc. (Feb 2014 -
Present)

Principal, Martin
Consulting  (Dec 2012 -
Dec 2013)

Partner, Blair Franklin
Capital Partners (July
2006 - Dec 2012)
Thomas John Pladsen

330 Bay Street, #1210, Toronto
Ontario, M5H 2S8

21 Scollard Street, Toronto,
Ontario, M5R 1G1
54 Nil Chief Financial Officer,
Atacama Pacific Gold
Corporation (Sept 2010 -
Present)

Independent
Businessman
(July 2009 -
Aug 2010)

Chief Financial Officer,
Andina Minerals Inc.
(Jan 2005 - June 2009)

None of the above Nominated Directors owned shares as at May 12, 2014, the record date for the Annual General Meeting.

Currently, the Nominated Directors listed below serve as a director (or equivalent) of the other reporting issuers listed beside their name:

Loudon F. Mclean Owen   Kilo Goldmines Ltd.
Aureus Mining Inc.
Genesis Land Development
Posera-HDX
Thomas Pladsen Northfield Capital Corporation
Carrie Arran Resources Inc.
EPM Mining Ventures Inc.
KWG Resources Inc.
Superior Copper Corporation
White Pine Resources Inc.

The following is additional information relating to the Nominated Directors and is based on due inquiry of each of the Nominated Directors:

Corporate Bankruptcies

None of the Nominated Directors is or has been, within the preceding ten years, a director, or executive officer of any company that, while that person was acting in that capacity, or 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, other than Mr. Owen and Mr. Nordholm who served as a director and a director and officer, respectively, of The Fight Network Inc. which filed for bankruptcy proceedings in October, 2010. Mr. Owen ceased being a director of The Fight Network Inc. in October 2010. Mr. Nordholm ceased being a director and officer of The Fight Network Inc. in October 2010. 

Personal Bankruptcies

None of the Nominated Directors as set forth in the above table (or any personal holding company of such Nominated Director), has, within the 10 years before the date of this letter, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become 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 such proposed director.

Cease Trade Orders

Except as described below, none of the Nominated Directors of the Corporation as set forth in the above table is, as of today, or has been, within 10 years before today, a director, chief executive officer or chief financial officer of any company that:

(a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while such proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after such proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while such proposed director was acting in the capacity as director, chief executive officer or chief financial officer.

As a result of not filing its quarterly financial statements, management's discussion and analysis and related certifications for the quarter and six months ended December 31, 2013 by the filing deadline, Hanfeng Evergreen Inc. was made subject to a temporary issuer cease trade order issued by the Ontario Securities Commission on February 20, 2014. Mr. Owen and Nordholm were directors of Hanfeng Evergreen Inc., while Mr. Merchant was the Chief Financial Officer of Hanfeng Evergreen Inc. during the time the said temporary cease trade order was in effect.  Each of Mssrs. Owen, Nordholm and Merchant resigned their respective positions on February 24, 2014.

Penalties or Sanctions

No Nominated Director as set forth in the above table (or any personal holding company of such Nominated Director), has been subject to:

(a) 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

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a Nominated Director.

Sincerely,

"signed"

NOAM FRANKLIN

cc:  M. Losembe   E. Nordholm
  L.F.M Owen   J.R. Gillis
  I. Patel    T. Pladsen
  N. Merchant   S. Martin

 

SOURCE Liberty Street Capital Corp

For further information:

Contact:
Loudon Owen, Chairman
Liberty Street Capital Corp.
Suite 230-171 East Liberty Street
Toronto, Ontario, M6K 3P6
E: info@libertystreetcapital.ca