TORONTO, June 19 /CNW/ - Banro Corporation ("Banro" or the "Company")
(NYSE AMEX LLC - "BAA"; TSX - "BAA") is pleased to announce that, in
connection with its previously announced overnight marketed offering (the
"Offering") of common shares (the "Common Shares"), the Company has entered
into an underwriting agreement with GMP Securities L.P. ("GMP") and CIBC World
Markets Inc. ("CIBC") and has filed a prospectus supplement to its short form
base shelf prospectus dated September 11, 2008 (the "Prospectus Supplement").
A total of 43,479,000 Common Shares will be distributed in connection with the
Offering at a price of Cdn.$2.30 per Common Share for aggregate gross proceeds
to the Company of Cdn.$100,001,700. The Offering will be conducted through a
syndicate of underwriters co-led by GMP and CIBC.
Under the terms of the underwriting agreement, the Company has granted
the underwriters an over-allotment option to purchase up to an additional
6,521,000 Common Shares at a price of Cdn.$2.30 per Common Share up to 30 days
from the closing of the Offering.
The Company intends to use approximately Cdn.$75 million of the net
proceeds of the Offering for advancing the Company's gold projects in the
Democratic Republic of Congo, specifically on the Twangiza-Namoya Gold Belt.
The Company intends to use the remaining net proceeds of the Offering,
including proceeds from any exercise of the over-allotment option, for working
capital and general corporate purposes.
The Common Shares are being offered by way of the Prospectus Supplement
to the Company's Canadian base shelf prospectus in all of the provinces of
Canada (other than Quebec), and in the United States by way of a shelf
prospectus supplement to the Company's shelf registration statement and
related prospectus filed with the United States Securities and Exchange
Commission (the "SEC") on September 11, 2008. The Common Shares may also be
offered on a private placement basis in certain jurisdictions outside of
Canada and the United States pursuant to applicable prospectus exemptions.
Closing of the Offering is expected to occur on or about June 25, 2009
and is subject to receipt of all necessary regulatory approvals, including the
approval of the Toronto Stock Exchange and the NYSE Amex LLC. 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 securities in any state in which such
offer, solicitation or sale would be unlawful.
Banro is a Canadian-based gold exploration company focused on the
development of four wholly-owned gold projects, each with mining licenses,
along the 210 kilometre-long Twangiza-Namoya gold-belt in the South Kivu and
Maniema provinces of the Democratic Republic of the Congo.
Banro has filed a base shelf prospectus and a prospectus supplement with
the Canadian securities regulatory authorities and a registration statement
which includes a base shelf prospectus, and a prospectus supplement with the
SEC, each of which will serve as the base for the Offering to which this
communication relates. Before you invest, you should read the base shelf
prospectus and the applicable prospectus supplement and any other documents
the Company has filed with the securities commissions in each of the provinces
of Canada, except Quebec, and the SEC for more complete information about the
Company and the Offering. You may obtain a copy of the base shelf prospectus
and the Prospectus Supplement in Canada from either GMP Securities L.P. (fax
(416) 943-6134 or request a copy by telephone at (416) 943-6130) or CIBC World
Markets Inc. (fax (416) 594-7242 or request a copy by telephone at (416)
594-7270). You may obtain a copy of the shelf registration statement,
prospectus and the Prospectus Supplement filed in the United States directly
from Griffiths McBurney Corp. c/o GMP Securities L.P. Attn: Equity Capital
Markets, 145 King St. W., Suite 300, Toronto, ON M5H 1J8, or by email request
to firstname.lastname@example.org or by faxing your request to 416-943-6134 or CIBC World
Markets Corp., Attn: USE Prospectus Department, 425 Lexington Avenue, 5th
Floor, New York, New York 10017, or by email request to
email@example.com or by faxing your request to (212) 667-6303.
The Toronto Stock Exchange and the NYSE Amex LLC have not reviewed and do
not accept responsibility for the accuracy or adequacy of this news release,
which has been prepared by management.
Forward-Looking Statements: Statements in this press release in respect
of the closing of the Offering, and the anticipated use of proceeds are
forward-looking statements within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and forward-looking information
within the meaning of applicable Canadian securities laws (collectively,
"forward-looking statements"). Forward-looking statements are statements that
are not historical facts and that are subject to a variety of risks and
uncertainties which could cause actual events or results to differ materially
from those reflected in the forward-looking statements, including the need in
the underwriting agreement to satisfy the conditions set forth therein; the
need to satisfy regulatory and legal requirements with respect to the
Offering; risks related to the exploration stage of the Company's projects;
market fluctuations in prices for securities of exploration stage companies;
uncertainties about the availability of additional financing; uncertainties
related to fluctuations in gold prices; the possibility that Banro may change
its plans with respect to one or more projects; and other risks and
uncertainties described in the Company's registration statement, in its Annual
Report on Form 40-F and Reports on Form 6-K filed with or furnished to the SEC
and in its annual information form dated March 30, 2009 and filed on SEDAR.
Although the Company believes the expectations reflected in the
forward-looking statements are reasonable, results may vary, and the Company
cannot guarantee future results, levels of activity, performance or
For further information:
For further information: please visit our website at www.banro.com, or
contact: Mike Prinsloo, President and C.E.O., South Africa, Tel: +27 (0) 11
958 2885; Arnold T. Kondrat, Executive Vice-President, Toronto, Ontario,
Martin Jones, Vice-President, Corporate Development, Toronto, Ontario, Tel:
(416) 366-2221 or 1-800-714-7938, or Simon Village, Chairman, London, UK, Tel: