UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or
15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2017.
Commission File Number 001-32399
BANRO CORPORATION
(Translation of registrants name into English)
1 First Canadian Place
100 King Street West, Suite
7070
Toronto, Ontario, Canada
M5X
1E3
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BANRO CORPORATION | |
/s/ Geoffrey Farr | |
Date: May 24, 2017 | Geoffrey Farr |
Vice President, General Counsel and Corporate Secretary |
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INDEX TO EXHIBITS
99.1 | News Release dated May 15, 2017 |
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PRESS RELEASE |
Banro Announces Q1 2017 Financial and Operating Results
Toronto, Canada May 15, 2017 Banro Corporation ("Banro" or the "Company") (NYSE MKT - "BAA"; TSX - "BAA") today announced its financial and operating results for the first quarter of 2017.
FINANCIAL SUMMARY
| Revenue of $55 million, a 19% increase over Q1 2016 ($47 million) | |
| Q1 2017 EBITDA of $14 million, a 39% increase over Q1 2016 ($10 million) | |
| Completion of Recapitalization transactions on April 19, 2017 |
OPERATIONAL SUMMARY
| Namoya produced 23,100 ounces of gold in Q1 2017 at a cash cost of $735 per ounce | |
| Twangiza produced 23,115 ounces of gold in Q1 2017 at a cash cost of $816 per ounce | |
| Q1 2017 consolidated cash costs of $776 per ounce | |
| 47,673 ounces of gold were sold at an average price of $1,158 per ounce |
All dollar amounts in this press release are expressed in thousands of dollars and, unless otherwise specified, in United States dollars.
(I) FINANCIAL
The table below provides a summary of financial and operating results for the three month periods ended March 31, 2017 and 2016 as well as the three months ended December 31, 2016:
Change | ||||||||||||
Q1 2017 | Q1 2016 | % | Q4 2016 | |||||||||
Selected Financial Data | ||||||||||||
Operating revenues | 55,226 | 46,540 | 19% | 54,692 | ||||||||
Total mine operating expenses1 | (52,943) | (44,408) | 19% | (53,377) | ||||||||
Gross earnings from operations | 2,283 | 2,132 | 7% | 1,315 | ||||||||
Net loss | (15,868) | (23,134) | (31%) | (9,654) | ||||||||
EBITDA | 13,918 | 9,992 | 39% | 9,786 | ||||||||
Basic net loss per share ($/share) | (0.05) | (0.09) | (44%) | (0.03) | ||||||||
Key Operating Statistics | ||||||||||||
Average gold price received ($/oz) | 1,158 | 1,109 | 4% | 1,163 | ||||||||
Gold sales (oz) | 47,673 | 41,967 | 14% | 47,034 | ||||||||
Gold production (oz) | 46,215 | 44,192 | 5% | 50,449 | ||||||||
All-in sustaining cost per ounce ($/oz) mine site | 933 | 855 | 9% | 973 | ||||||||
Cash cost per ounce ($/oz) | 776 | 767 | 1% | 811 | ||||||||
Gold margin ($/oz) | 382 | 342 | 12% | 352 | ||||||||
Financial Position | ||||||||||||
Cash including restricted cash | 8,985 | 25,029 | 11,373 | |||||||||
Gold bullion inventory at market value2 | 9,547 | 7,231 | 10,550 | |||||||||
Total assets | 888,049 | 897,240 | 897,940 | |||||||||
Long term debt - current and non-current | 207,500 | 190,489 | 206,479 |
(1) |
Includes depletion and depreciation. | |
(2) |
This represents 7,668 ounces of gold bullion inventory shown at March 31, 2017 closing market price of $1,245 per ounce of gold. |
| Revenues for the three months ended March 31, 2017 were $55,226, a 19% increase compared to the corresponding prior year period of $46,540. During the first quarter of 2017, ounces of gold sold increased by 14% to 47,673 ounces compared to sales of 41,967 ounces during the first quarter of 2016 primarily due to increased production from Namoya and a higher realized gold price. The average gold price per ounce sold during the first quarter of 2017 was $1,158 compared to an average price of $1,109 per ounce obtained during the first quarter of 2016 due to higher market prices partially offset by higher stream revenues recognized. | |
| Mine operating expenses, including depletion and depreciation, for the three months ended March 31, 2017 were $52,943 compared to the corresponding prior year period of $44,408. The increase of $8,535, consisting of $4,839 of production costs and $3,696 of depletion and depreciation, is primarily due to increased activity levels at both operations. | |
| Gross earnings from operations for the three months ended March 31, 2017 were $2,283, compared to $2,132 for the corresponding period of 2016. The 19% increase in revenue was offset by a 19% increase in mine operating expenses as a result of increased levels of mining activity at higher strip ratios at both operations. | |
| Net loss for the quarter of $15,868 was driven by financing expenses of $12,101 and non-cash items totaling $2,400 relating primarily to fair value losses on mark-to-market derivative liabilities such as the gold forward sale agreements and preferred shares, driven by improvements in the gold price environment. | |
| Consolidated EBITDA for the first quarter of 2017 was $13,918 compared to $9,992 for the corresponding prior year period reflecting higher number of gold ounces sold at higher gold price realized, largely offset by higher production costs from the increased mining activity. | |
| Cash costs per ounce on a sales basis for the first quarter of 2017 were $776 per ounce of gold, a 1% increase from $767 per ounce of gold in the first quarter of 2016. Cash costs for Q1 2017 were higher than the corresponding prior year period mainly due to increased levels of mining activities at higher strip ratios as well as higher per ounce costs from Twangiza due to lower production levels, largely offset by the higher production levels at Namoya. | |
| Mine site all-in sustaining costs for the first quarter of 2017 were $933 per ounce (compared to $855 per ounce of gold in the first quarter of 2016) driven by higher cash costs and higher levels of sustaining capital expenditures per ounce. |
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(II) OPERATIONAL TWANGIZA
|
During the first quarter of 2017, Twangiza was loss time injury (LTI) free. | |
|
During the first quarter of 2017, the plant at the Twangiza Mine processed 386,870 tonnes of ore at an average head grade of 2.70 g/t Au (compared to 414,930 tonnes at 2.61 g/t Au during the first quarter of 2016). The process recovery rate was 68.4% (compared to 77.2% during the first quarter of 2016) to produce 23,115 ounce of gold (compared to 26,638 during the first quarter of 2016). Recoveries at Twangiza are driven by the blend of ore type processed based on the available mining faces during the period under review. |
(III) OPERATIONAL NAMOYA
|
During the first quarter of 2017, Namoya was LTI free. | |
| ||
|
During the first quarter of 2017, the plant at the Namoya Mine stacked 507,422 tonnes of ore (compared to 414,120 tonnes during the first quarter of 2016). The head grade of the ore stacked during the first quarter of 2017 was 2.08 g/t Au (compared to 1.94 g/t Au during the first quarter of 2016). Namoya produced 23,100 ounces of gold during the first quarter of 2017 (compared to 17,554 ounces of gold during the first quarter of 2016). |
(IV) EXPLORATION
|
During the first quarter of 2017, exploration activities were limited to low level regional exploration and continued preparation for increased activity levels focusing on near mine exploration. |
(V) CORPORATE DEVELOPMENT
|
In February 2017, a $6,500 interim loan facility (the Interim Loan) with an interest rate of 15% per annum and having a maturity date of April 19, 2017 was entered into. | |
|
On March 1, 2017, $8,678 of interest on the maturing $175,000 notes (Old Notes) was paid from restricted cash. | |
|
In March 2017, the Company entered into a new bank loan for $5,000, predominately to repay an existing facility. The loan has an interest rate of 9.5% per annum and matures in May 2017 with an option to extend for an additional three month period. |
(VI) SUBSEQUENT EVENTS
|
In April 2017, the Company entered into a new gold forward sale agreement with Baiyin International Investment Ltd. in the amount of $5,000. This instrument was repurchased upon the closing of the Recapitalization, as defined below, for $5,027, representing a 15% internal rate of return to the holder as per the termination clause in the agreement. | |
| ||
|
On April 19, 2017, the Company completed a recapitalization (the Recapitalization) which included (a) the refinancing of the maturing $175,000 Old Notes and $22,500 term loan (Term Loan) with new $197,500 secured notes (New Notes) with a 4-year maturity and new common shares of the Company (such shares representing approximately 10% of the common shares of the Company on a fully-diluted basis), (b) the conversion of the outstanding preference shares and preferred shares (including the value of accrued and unpaid dividends with the exception of approximately $1,600) into common shares of the Company, representing approximately 60% of the common shares of the Company on a fully-diluted basis, (c) the execution of a gold forward sale agreement to raise $45,000 to be used by the Company for working capital and general corporate purposes, including to fund transaction costs and repay the $6,500 Interim Loan provided in February 2017, and (d) the extension of the maturity dates on an existing $10,000 loan from July 15, 2018 and September 1, 2018 to February 28, 2020. In addition, certain stock options of the Company with an exercise price equal to or in excess of Cdn$0.80 per share have been cancelled for no consideration. |
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|
In arriving at its recommendation for stakeholders to vote in favour of the Recapitalization, the Companys Board of Directors considered, among other things, improving liquidity, continuing as a going concern, business uncertainties, capital markets risk and returns to stakeholders. The Company believes that the Recapitalization has enhanced the Company's liquidity and provides it with greater operating flexibility. However, such belief is based on certain assumptions, including, without limitation, assumptions about future gold prices, and the economic environment of future operations and development projects. Should any of those assumptions prove false, or if other unforeseen developments arise, the financial position of the Company may be materially adversely affected and the Company may not be able to pay its debts as they become due. Refer to the Liquidity and Capital Resources section of Banros Q1 2017 Managements Discussion and Analysis for additional information on the reasons for the Recapitalization. |
Outlook
Banro intends to control costs by continuing to improve operating efficiencies through optimizing operating procedures and increasing production and processing capacities at Twangiza and Namoya to benefit from economies of scale, while maintaining strong environmental and safety standards.
2017 Guidance | |
Twangiza (oz) | 105,000 to 115,000 |
Namoya (oz) | 105,000 to 115,000 |
Consolidated (oz) | 210,000 to 230,000 |
Cash cost per ounce ($US/oz) | 675 to 775 |
For 2017, the Company expects annual gold production from both Twangiza and Namoya to total between 210,000 and 230,000 ounces. At this production level, the Company expects consolidated cash costs to be in the range of $675 to $775 per ounce. Site all-in sustaining costs are expected to be in the range of $925 to $1,025 per ounce with the consolidated all-in sustaining costs in the range of $1,000 to $1,075 per ounce.
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In consideration of current gold prices and the Companys intent to operate the two existing mines to their maximum potential, the Company has developed several key objectives for 2017. These objectives are aimed at increasing gold production while containing costs and increasing the Companys quality of mineral resources to potentially improve the medium term economics.
The Companys capital expenditure forecast for 2017 as compared to 2016 is set out below:
Banro Guidance | 2017 | Change | 2016 |
($000s) | (%) | ($000s) | |
Twangiza Mine | 30,000 | 30% | 23,006 |
Namoya Mine | 23,000 | 78% | 12,901 |
Twangiza capital expenditures forecast for 2017 consist primarily of sustaining capital, including the continued construction of the TMF and additions to the mining fleet. The expansion capital expenditures for Twangiza in 2017 consist of the remaining fine crusher expansion project cost and additional works for the new TMF project.
The capital expenditures for Twangiza in 2016 consisted mainly of sustaining capital relating to the construction of the TMF and additions to mobile equipment.
Namoya capital expenditures forecast for 2017 consist primarily of the extension of the heap leach pad and additions to mining equipment.
The capital expenditures for Namoya in 2016 consisted of the extension of the heap leach pad, additions to mining auxiliary equipment and smaller projects to improve processing operations.
The Company, in the medium term, also intends to transition from diesel to hydro generated power at Twangiza and Namoya which is expected to significantly reduce operating costs. Diesel generator sets would remain on site to serve as back-up power solutions in case of droughts or operational issues with a hydro plant
The Company is actively investigating the possibility of establishing underground mining under the existing open pits. Given Twangiza and Namoyas favorable topography, adit access by horizontal or nearly horizontal shafts would be employed which could be less capital intensive than typical underground mining operations which utilize vertical shafts.
Qualified Person
Daniel K. Bansah, the Company's
Head of Projects and Operations and a "qualified person" as such term is defined
in National Instrument 43-101, has approved the technical information in this
press release.
Non-IFRS Measures
Management uses cash costs, all-in sustaining costs, average gold price received, gold margin, and EBITDA to monitor financial performance and provide additional information to investors and analysts. These measures do not have a standard definition under International Financial Reporting Standards (IFRS) and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. As these measures do not have a standardized meaning, they may not be comparable to similar measures provided by other companies. However, the methodology used by the Company to determine cash cost per ounce is based on a standard developed by the Gold Institute, which was an association that included gold mining organizations, amongst others, from around the world.
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The Company defines cash cost, as recommended by the Gold Institute standard, as all direct costs that the Company incurs relating to mine production, transport and refinery costs, general and administrative costs, movement in production inventories and ore stockpiles, less depreciation and depletion. Cash cost per ounce is determined on a sales basis. The Company defines all-in sustaining costs as all direct costs that the Company incurs relating to mine production, transport and refinery costs, general and administrative costs, movement in production inventories and ore stockpiles, less depreciation and depletion plus all sustaining capital costs (excluding exploration). All-in sustaining cost per ounce is determined on a sales basis.
Q1 2017 |
|||||||||
Twangiza | Namoya | Consolidated | |||||||
Mine Operating Costs ($) | 27,412 | 25,531 | 52,943 | ||||||
Depreciation ($) | (7,367 | ) | (8,560 | ) | (15,927 | ) | |||
Cash Costs ($) | 20,045 | 16,971 | 37,016 | ||||||
Sustaining Capital ($) | 3,997 | 3,484 | 7,481 | ||||||
All-In Sustaining Cost - Mine Site ($) | 24,042 | 20,455 | 44,497 | ||||||
General and Administrative Costs and Other ($) | 3,401 | ||||||||
All-In Sustaining Cost - Total ($) | 47,898 | ||||||||
Ounces Sold | 24,578 | 23,095 | 47,673 | ||||||
Cash Cost per Ounce $/oz | 816 | 735 | 776 | ||||||
All-In Sustaining Cost per Ounce - Mine Site $/oz | 978 | 886 | 933 | ||||||
All-In Sustaining Cost per Ounce - Total $/oz | 1,005 |
Q4 2016 |
|||||||||
Twangiza | Namoya | Consolidated | |||||||
Mine Operating Costs ($) | 25,850 | 27,527 | 53,377 | ||||||
Depreciation ($) | (6,475 | ) | (8,782 | ) | (15,257 | ) | |||
Cash Costs ($) | 19,375 | 18,745 | 38,120 | ||||||
Sustaining Capital ($) | 5,405 | 2,255 | 7,660 | ||||||
All-In Sustaining Cost - Mine Site ($) | 24,780 | 21,000 | 45,780 | ||||||
General and Administrative Costs and Other ($) | 4,492 | ||||||||
All-In Sustaining Cost - Total ($) | 50,272 | ||||||||
Ounces Sold | 24,459 | 22,575 | 47,034 | ||||||
Cash Cost per Ounce $/oz | 792 | 830 | 811 | ||||||
All-In Sustaining Cost per Ounce - Mine Site $/oz | 1,013 | 930 | 973 | ||||||
All-In Sustaining Cost per Ounce - Total $/oz | 1,069 |
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Q1 2016 |
|||||||||
Twangiza | Namoya | Consolidated | |||||||
Mine Operating Costs ($) | 22,367 | 22,041 | 44,408 | ||||||
Depreciation ($) | (6,241 | ) | (5,990 | ) | (12,231 | ) | |||
Cash Costs ($) | 16,126 | 16,051 | 32,177 | ||||||
Sustaining Capital ($) | 2,906 | 797 | 3,703 | ||||||
All-In Sustaining Cost - Mine Site ($) | 19,032 | 16,848 | 35,880 | ||||||
General and Administrative Costs and Other ($) | 3,929 | ||||||||
All-In Sustaining Cost - Total ($) | 39,809 | ||||||||
Ounces Sold | 25,224 | 16,743 | 41,967 | ||||||
Cash Cost per Ounce $/oz | 639 | 959 | 767 | ||||||
All-In Sustaining Cost per Ounce - Mine Site $/oz | 755 | 1,006 | 855 | ||||||
All-In Sustaining Cost per Ounce - Total $/oz | 949 |
The Company defines gold margin as the difference between the cash cost per ounce disclosed and the average price per ounce of gold sold during the reporting period.
EBITDA is intended to provide additional information to investors and analysts to determine cash earnings before financing and taxes. The Company calculates EBITDA as net income or loss for the period excluding: interest, income tax expense, depreciation and amortization, and other non-cash charges. EBITDA does not have any standardized meaning prescribed by IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. EBITDA excludes the impact of cash costs of financing activities and taxes, and the effects of changes in operating working capital balances, and therefore is not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate EBITDA differently. A reconciliation between net loss for the period and EBITDA is presented below:
Q1 2017 | Twangiza | Namoya | Total Mine | Corporate | Consolidated | ||||||||||
$ | $ | $ | $ | $ | |||||||||||
Net loss | (2,626 | ) | (1,208 | ) | (3,834 | ) | (12,034 | ) | (15,868 | ) | |||||
Finance expenses | 1,053 | 1,214 | 2,267 | 9,104 | 11,368 | ||||||||||
Other non-cash charges | 1,021 | 24 | 1,045 | 1,355 | 2,400 | ||||||||||
Share-based payments | 6 | 5 | 11 | 64 | 75 | ||||||||||
Depletion and depreciation | 7,367 | 8,560 | 15,927 | 13 | 15,940 | ||||||||||
Taxes | - | - | - | - | - | ||||||||||
EBITDA | 6,821 | 8,595 | 15,416 | (1,498 | ) | 13,918 |
Q4 2016 | Twangiza | Namoya | Total Mine | Corporate | Consolidated | ||||||||||
$ | $ | $ | $ | $ | |||||||||||
Net Income/(Loss) | 226 | (5,636 | ) | (5,410 | ) | (4,244 | ) | (9,654 | ) | ||||||
Finance expenses | 1,050 | 1,886 | 2,936 | 8,499 | 11,435 | ||||||||||
Other non-cash charges | (1,184 | ) | (14 | ) | (1,198 | ) | (6,621 | ) | (7,819 | ) | |||||
Share-based payments | 72 | 5 | 77 | 76 | 153 | ||||||||||
Depletion and depreciation | 6,475 | 8,782 | 15,257 | 14 | 15,271 | ||||||||||
EBITDA | - | - | - | 400 | 400 | ||||||||||
6,639 | 5,023 | 11,662 | (1,876 | ) | 9,786 |
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Q1 2016 | Twangiza | Namoya | Total Mine | Corporate | Consolidated | ||||||||||
$ | $ | $ | $ | $ | |||||||||||
Net loss | (1,786 | ) | (7,287 | ) | (9,073 | ) | (14,061 | ) | (23,134 | ) | |||||
Finance expenses | 3,059 | 917 | 3,976 | 7,442 | 11,418 | ||||||||||
Other non-cash charges | 2,835 | 1,433 | 4,268 | 5,155 | 9,423 | ||||||||||
Share-based payments | 4 | 2 | 6 | 35 | 41 | ||||||||||
Depletion and depreciation | 6,241 | 5,990 | 12,231 | 13 | 12,244 | ||||||||||
EBITDA | 10,353 | 1,055 | 11,408 | (1,416 | ) | 9,992 |
Banro Corporation is a Canadian gold mining company focused on production from the Twangiza mine, which began commercial production September 1, 2012, and on production at its second gold mine at Namoya, where commercial production was declared effective January 1, 2016. The Companys longer term objectives include the development of two additional major, wholly-owned gold projects, Lugushwa and Kamituga. The four projects, each of which has a mining license, are located along the 210 kilometre long Twangiza-Namoya gold belt in the South Kivu and Maniema provinces of the Democratic Republic of the Congo (DRC). All business activities are followed in a socially and environmentally responsible manner.
Cautionary Note Concerning Forward-Looking
Statements
This press release contains forward-looking statements.
All statements, other than statements of historical fact, that address
activities, events or developments that the Company believes, expects or
anticipates will or may occur in the future (including, without limitation,
statements regarding the anticipated effect of the Recapitalization on the
Companys operations and financial condition, mineral resource and mineral
reserve estimates, potential mineral resources and mineral reserves and the
Companys production, development and exploration plans and objectives) are
forward-looking statements. These forward-looking statements reflect the current
expectations or beliefs of the Company based on information currently available
to the Company. Forward-looking statements are subject to a number of risks and
uncertainties that may cause the actual results of the Company to differ
materially from those discussed in the forward-looking statements, and even if
such actual results are realized or substantially realized, there can be no
assurance that they will have the expected consequences to, or effects on the
Company. Factors that could cause actual results or events to differ materially
from current expectations include, among other things: uncertainty of estimates
of capital and operating costs, production estimates and estimated economic
return of the Companys projects; the possibility that actual circumstances will
differ from the estimates and assumptions used in the economic studies of the
Companys projects; failure to establish estimated mineral resources and mineral
reserves (the Companys mineral resource and mineral reserve figures are
estimates and no assurance can be given that the intended levels of gold will be
produced); fluctuations in gold prices and currency exchange rates; inflation;
gold recoveries being less than those indicated by the metallurgical testwork
carried out to date (there can be no assurance that gold recoveries in small
scale laboratory tests will be duplicated in large tests under on-site
conditions or during production); uncertainties relating to the availability and
costs of financing needed in the future; changes in equity markets; political
developments in the DRC; lack of infrastructure; failure to procure or maintain,
or delays in procuring or maintaining, permits and approvals; lack of
availability at a reasonable cost or at all, of plants, equipment or labour;
inability to attract and retain key management and personnel; changes to
regulations affecting the Company's activities; the uncertainties involved in
interpreting drilling results and other geological data; and the other risks
disclosed under the heading "Risk Factors" and elsewhere in the Company's annual
report on Form 20-F dated April 2, 2017 filed on SEDAR at www.sedar.com and
EDGAR at www.sec.gov. 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. Although the Company believes that the assumptions
inherent in the forward-looking statements are reasonable, 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.
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For further information, please visit our website at www.banro.com, or contact us at:
+1 (416) 366-2221
+1-800-714-7938
info@banro.com
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