Mr. Martin Jones reports

BANRO CLOSES US$67.5 MILLION STREAM FINANCING

Banro Corp., further to its Dec. 31, 2015, press release, has closed $67.5-million (U.S.) of its previously announced financing, representing the gold streaming transaction relating to the Twangiza mine with RFW Banro Investments Ltd. (RFWB), a subsidiary of the Baiyin Stream Partnership I LP, a mining investment fund managed by Resources FinanceWorks Ltd. The partnership is led by the Baiyin Nonferrous Group Co. Ltd., a strategic Chinese mining group based in Gansu, China.

The balance of the financing previously announced, comprising a $22.5-million (U.S.) term loan to be financed by RFWB and investment funds managed by Gramercy Funds Management LLC, and an $8.75-million (U.S.) equity private placement to RFWB, is expected to close before the end of February, 2016. The purchase by RFWB from Gramercy of $40-million (U.S.) of the outstanding Banro senior secured notes issued by Banro on March 2, 2012, and $20-million (U.S.) of the outstanding preferred shares issued by subsidiaries of Banro on Feb. 28, 2014, is also expected to close concurrently with the closing of the said term loan and equity private placement transactions.

The Twangiza transaction provides for the payment by the purchaser of a deposit in the amount of $67.5-million (U.S.) and the delivery to the purchaser over time of a certain percentage of the life-of-mine gold production (effective Jan. 1, 2016) from the Twangiza mine, or any other projects located within 20 kilometres from the current Twangiza gold mine, based on the gold price at the time of delivery. The entitlement percentage is 11 per cent based on a gold price between $1,150 (U.S.) and $1,500 (U.S.) per ounce, 12.5 per cent based on a gold price of less than $1,150 (U.S.) per ounce, and 9.5 per cent based on a gold price greater than $1,500 (U.S.) per ounce. When total gold production from the Twangiza mine has reached 1.14 million ounces from the commencement of the stream, the entitlement percentages above will be reduced by 50 per cent. The continuing payments by the purchaser to Twangiza upon delivery of the gold are $150 (U.S.) per ounce. At any time after the third anniversary of the closing of the Twangiza transaction, Twangiza may, at its discretion, terminate the stream by paying to the purchaser in cash a buyback price equal to an amount which would result in the purchaser achieving an implied internal rate of return of 17.5 per cent on the cash flows arising from the stream during the period from the closing of the Twangiza transaction to the date that is 12 months following the date of payment of the buyback price.

Holders of more than 50 per cent of the Banro senior notes have provided the required consent to the amendments of the company's note indenture and related collateral trust agreement in order to secure the gold delivery obligations under the Twangiza transaction by way of a parity lien within the meaning of the note indenture. Banro has agreed to place approximately $26.23-million (U.S.) of the proceeds from the Twangiza transaction in escrow with the trustee for the senior notes to satisfy the remaining three interest payments under the senior notes through the maturity date of March 1, 2017.

The use of proceeds from the Twangiza transaction include:

• Defeasement of the remaining three interest payments under the senior notes (such payments totalling approximately $26.23-million (U.S.));
• Repayment of a DRC (Democratic Republic of the Congo) bank loan facility nearing maturity and certain major project suppliers;
• Certain capital expenditures at the Twangiza mine to expand crushing capacity;
• General corporate and working capital purposes.

Copies of amending agreements to the original main agreements for the financing transactions (comprising the equity private placement, the term loan and the Twangiza transaction) will be filed on SEDAR and EDGAR.

We seek Safe Harbor.