Banro Corporation completes US$40 million private placement

February 28, 2014

Client: Banro Corporation

On February 28, 2014, Banro Corporation (Banro) completed its non-brokered private placement of exchangeable preferred shares issued by two Barbados subsidiaries to certain investment funds managed by Gramercy Funds Management LLC (Gramercy) to raise gross proceeds of US$40 million.

The preferred shares will pay an 8% cumulative preferential cash dividend, payable quarterly, and mature on June 1, 2017. The preferred shares are exchangeable, at the option of the holders at any time before the maturity date, into 55,525,000 common shares of Banro at a strike price of US$0.7204 per common share. However, pursuant to the terms of the securities purchase agreement between Banro and Gramercy, the funds managed by Gramercy are not permitted to exchange the preferred shares into common shares of Banro such that the aggregate amount of common shares held by the funds would exceed 19.9% of the issued and outstanding common shares of Banro at any time.

Banro was represented by Richard Lachcik, Mike Moher, Evelyn Li, Hoori Chitilian (corporate finance and securities) and Ed Heakes (Tax) of Norton Rose Fulbright Canada LLP.