40-F

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 40-F

o            Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

x           Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2006                                                Commission File Number 001-32399

BANRO CORPORATION

(Exact name of registrant as specified in its charter)

Canada	1040	Not Applicable
(Province or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification No.)

1 First Canadian Place

100 King Street West, Suite 7070

Toronto, Ontario M5X 1E3

(416) 366-2221

(Address and telephone number of registrant’s principal executive offices)

Martin Pomerance, Dorsey & Whitney LLP

250 Park Avenue, Suite 500

New York, NY 10177

(212) 415-9200

(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Name of Each Exchange On Which Registered:
Common Shares, no par value	American Stock Exchange Toronto Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this form:

x  Annual Information Form x  Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report:

Class	Outstanding at
	December 31, 2006
Common shares, no par value	38,600,637

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule.  o  Yes       x  No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  x  Yes             o  No

DISCLOSURE CONTROLS AND PROCEDURES

The Registrant carried out an evaluation as of the end of the period covered by the report, under the supervision and with the participation of the Registrant’s management, including the Registrant’s Chief Executive Officer and Treasurer, of the effectiveness of the Registrant’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 (the “Exchange Act”).  Based on that evaluation, the Chief Executive Officer and Treasurer have concluded that the Registrant’s disclosure controls and procedures as of December 31, 2006 were effective to ensure that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms and is accumulated and communicated to the Registrant’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely disclosure regarding required disclosure.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The management of the Registrant is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of the Registrant’s financial reporting for external purposes in accordance with accounting principles generally accepted in Canada and in the United States of America.  Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect the Registrant’s transactions and dispositions of the assets of the Registrant; providing reasonable assurance that transactions are recorded as necessary for preparation of the Registrant’s financial statements in accordance with generally accepted accounting principles; providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Registrant; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on the Registrant’s financial statements would be prevented or detected on a timely basis.  Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the Registrant’s financial statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of the Registrant’s internal control over financial reporting based on the framework and criteria established in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.  This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.  Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2006.

During the fiscal year ended December 31, 2006, there were no changes in the Registrant’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting (as defined in Rules 13(a)-15(f) and 15d-14(f) under the Securities Exchange Act of 1934).

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

AUDIT COMMITTEE FINANCIAL EXPERT

John Clarke serves as a member of the audit committee of the Registrant’s Board of Directors.  The Board of Directors has reviewed the definition of  “audit committee financial expert” under item 8(a) of General Instruction B to Form 40-F and determined that John Clarke satisfies the criteria for an audit committee financial expert under the Exchange Act.  The SEC has indicated that the designation of John Clarke as an audit committee financial expert does not make John Clarke an “expert” for any purpose, impose any duties, obligations or liability on John Clarke

that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee.

CODE OF ETHICS

The   Registrant  has  adopted  a  code  of  ethics  that  applies  to  the Registrant’s  principal  executive  officer,  principal  financial  officer  and principal  accounting  officer or  controller,  or persons  performing  similar functions.  A copy of the Registrant’s  code of ethics is available without charge, upon request made to the Secretary at 1 First  Canadian  Place,  100 King Street West, Suite 7070, Toronto, Ontario M5X 1E3, Canada.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

See page 26 of the Registrant’s Annual Information Form, which is attached hereto as Exhibit 99.1.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Registrant’s financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The  disclosure   provided   under  the  heading   “Liquidity  and  Capital Resources - Contractual  Obligations” in Exhibit 99.2 hereto is incorporated by reference herein.

UNDERTAKINGS

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or to transactions in said securities.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

BANRO CORPORATION

/s/ Peter Cowley

Peter Cowley

President and Chief Executive Officer

Date: March 30, 2007

EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to this annual report on Form 40-F.

Exhibit	Description
99.1	Annual Information Form
99.2	Management’s Discussion and Analysis
99.3	Annual Financial Statements
99.4	Consent of BDO Dunwoody LLP
99.5	Consent of A. O’Donovan
99.6	Consent of M. Pittuck
99.7	Consent of M. Skead
99.8	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13(a)-14(a) or 15(d)-14 of the Securities Exchange Act of 1934.
99.9	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

EX-99.1

Exhibit 99.1

ANNUAL INFORMATION FORM

For the financial year ended December 31, 2006

Dated March 30, 2007

TABLE OF CONTENTS

				Page
PRELIMINARY INFORMATION				1
	Date of Information			1
	Incorporation by Reference of Technical Reports			1
	Forward-Looking Statements			1
	Cautionary Note to U.S. Investors			2
	Currency			2
ITEM 1: CORPORATE STRUCTURE				2
	1.1	Name and Incorporation		2
	1.2	Intercorporate Relationships		3
ITEM 2: GENERAL DEVELOPMENT OF THE BUSINESS				3
	2.1	Background		3
	2.2	More Recent Events		4
ITEM 3: DESCRIPTION OF THE BUSINESS				5
	3.1	General		5
	3.2	Risk Factors		6
	3.3	Banro’s Gold Projects		11
		3.3.1	Twangiza	11
		3.3.2	Lugushwa	14
		3.3.3	Namoya	16
		3.3.4	Kamituga	18
ITEM 4: DIVIDENDS				19
ITEM 5: DESCRIPTION OF CAPITAL STRUCTURE				19
	5.1	Authorized Share Capital		19
	5.2	Shareholder Rights Plan		20
ITEM 6: MARKET FOR SECURITIES				21
ITEM 7: ESCROWED SECURITIES				21
ITEM 8: DIRECTORS AND OFFICERS				22
	8.1	Name, Occupation and Security Holding		22
	8.2	Corporate Cease Trade Orders or Bankruptcies		24
	8.3	Personal Bankruptcies		24
	8.4	Penalties or Sanctions		24
	8.5	Conflicts of Interest		25
ITEM 9: AUDIT COMMITTEE INFORMATION				25
ITEM 10: PROMOTERS				27
ITEM 11: LEGAL PROCEEDINGS AND REGULATORY ACTIONS				27
ITEM 12: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS				28
ITEM 13: TRANSFER AGENT AND REGISTRAR				28
ITEM 14: MATERIAL CONTRACTS				28
ITEM 15: INTERESTS OF EXPERTS				29
	15.1	Names of Experts		29
	15.2	Interests of Experts		29
ITEM 16: ADDITIONAL INFORMATION				29
SCHEDULE “A” - AUDIT COMMITTEE TERMS OF REFERENCE

PRELIMINARY INFORMATION

Date of Information

All information in this annual information form (“AIF”) is as at December 31, 2006, unless otherwise indicated.

Incorporation by Reference of Technical Reports

The following technical reports, or excerpts from technical reports (as applicable), are incorporated by reference into, and form part of, this AIF.  These reports have been filed on, and may be accessed using, the System for Electronic Document Analysis and Retrieval (“SEDAR”) on the internet at www.sedar.com.

1.The technical report dated March 6, 2007 and entitled “Fourth NI 43-101 Technical Report, Twangiza Project, South Kivu Province, Democratic Republic of the Congo” (the “2007 Twangiza Technical Report”).  Michael B. Skead (“Skead”), who is Vice President, Exploration of Banro Corporation (“Banro” or the “Company”) and a “qualified person” as such term is defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators, was responsible for supervising the preparation of the 2007 Twangiza Technical Report.

2.The technical report dated March 30, 2007 and entitled “Third NI 43-101 Technical Report, Lugushwa Project, South Kivu Province, Democratic Republic of the Congo” (the “2007 Lugushwa Technical Report”).  Skead was responsible for supervising the preparation of the 2007 Lugushwa Technical Report.

3.The technical report dated March 30, 2007 and entitled “Third NI 43-101 Technical Report, Namoya Project, Maniema Province, Democratic Republic of the Congo” (the “2007 Namoya Technical Report”).  Skead was responsible for supervising the preparation of the 2007 Namoya Technical Report.

4.Section 2 (entitled “Regional Geology”) and section 3 (entitled “Kamituga”) of the technical report of Steffen, Robertson and Kirsten (UK) Ltd. (“SRK”) dated February 2005 and entitled “NI 43-101 Technical Report Resource Estimation and Exploration Potential at the Kamituga, Lugushwa and Namoya Concessions, Democratic Republic of Congo” (the “SRK Technical Report”).  The “qualified persons” (as such term is defined in NI 43-101) for the purposes of the SRK Technical Report were Martin F. Pittuck and A. Gareth O’Donovan.

Forward-Looking Statements

Certain statements contained in this AIF and the documents incorporated by reference herein that are not historical facts constitute “forward-looking statements”, including but not limited to those statements with respect to the estimation of mineral resources and the Company’s plans and objectives.  Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might”, or “will” be taken, occur or be achieved.  Forward-looking statements involve known or unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from those projected by such forward-looking statements.  Such factors include, among others, the actual results of current

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exploration activities, access to capital and future prices of gold and those factors discussed in item 3.2 (“Risk Factors”) of this AIF.

Although Banro has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.  Forward-looking statements contained herein are made as of the date of this AIF based on the opinions and estimates of management, and, except as may be required by applicable securities laws, Banro disclaims any obligation to update any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise.  There can be no assurance that the forward-looking statements contained in this AIF and the documents incorporated by reference herein will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements.

Cautionary Note to U.S. Investors

The United States Securities and Exchange Commission (the “SEC”) permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  Certain terms are used in this AIF, such as “measured”, “indicated”, and “inferred” “resources”, that the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in the Company’s Form 40-F Registration Statement, File No. 001-32399, which may be secured from the Company, or from the SEC’s website at http://www.sec.gov/edgar.shtml.

Currency

All dollar amounts in this AIF are expressed in United States dollars, except as otherwise indicated.  References to “$” or “US$” are to United States dollars and references to “Cdn$” are to Canadian dollars.  For United States dollars to Canadian dollars, based on the Bank of Canada noon rate, the average exchange rate for 2006 and the exchange rate at December 29, 2006 (December 31, 2006 was a Sunday) were one United States dollar per $1.1341 and $1.1653 Canadian dollars, respectively.  For reporting purposes, the Company prepares its financial statements in United States dollars and in conformity with accounting principles generally accepted in Canada.

ITEM 1:  CORPORATE STRUCTURE

1.1          Name, Address, and Incorporation

The head office and registered office of Banro is located at 1 First Canadian Place, Suite 7070, 100 King Street West, Toronto, Ontario, M5X 1E3.

The Company was incorporated under the Canada Business Corporations Act (the “CBCA”) on May 3, 1994 by articles of incorporation.  Pursuant to articles of amendment effective May 7, 1996, the name of the Company was changed from Banro International Capital Inc. to Banro Resource Corporation and the authorized share capital of the Company was increased by creating an unlimited number of a new class of shares designated as preference shares, issuable in series.  The Company was continued under the Ontario Business Corporations Act by articles of continuance effective on October 24, 1996.  By articles of amendment effective on January 16, 2001, the name of the Company was changed to Banro Corporation and the Company’s outstanding common shares were consolidated on a three old for one new basis.  The Company was continued under the CBCA by articles of continuance dated April 2, 2004.  By articles of

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amendment dated December 17, 2004, the Company’s outstanding common shares were subdivided by changing each one of such shares into two common shares.

1.2          Intercorporate Relationships

The following chart illustrates the relationship between Banro and its material subsidiaries, together with the jurisdiction of incorporation of each such subsidiary and the percentage of voting securities beneficially owned or over which control or direction is exercised by Banro.

ITEM 2:  GENERAL DEVELOPMENT OF THE BUSINESS

The Company is a Canadian-based gold exploration company focused on the exploration and development of four major, 100% owned gold projects (the “Projects”) located along the 210 kilometre-long Twangiza-Namoya gold belt in the South Kivu and Maniema Provinces of the eastern region of the Democratic Republic of the Congo (the “DRC”).  These Projects are known as Twangiza, Lugushwa, Namoya and Kamituga.

2.1          Background

In 1996, the Company acquired, by way of several transactions, 72% of the outstanding shares of the DRC company, Société Zaïroise Minière et Industrielle du Kivu S.A.R.L. (“SOMINKI”).  The DRC government held the remaining 28% of SOMINKI’s shares as a participating interest.  SOMINKI, which held 100% of the Projects, was an operating, very well-established mining company in the DRC with a long production history.  With the acquisition of control of SOMINKI, the Company also acquired SOMINKI’s significant library of geological and exploration data that had accumulated since the early 1920s.

In early 1997, the DRC government ratified a new 30 year mining convention (the “Mining Convention”) among itself, SOMINKI and the Company.  The Mining Convention provided for the transfer of all of the mineral assets and real property of SOMINKI to a newly created DRC company, Société Aurifère du Kivu et du Maniema S.A.R.L. (“SAKIMA”), and that 93% of SAKIMA’s shares were to be held by the Company, with the remaining 7% to be owned by the DRC government as a non-dilutive interest.  The Mining Convention also provided for, among other things, confirmation of title in respect of all of the Projects for a 30 year period.

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Commencing in August 1997 and ending in April 1998, the Company carried out a phase I exploration program on the Twangiza Project which consisted of geological mapping, surveying, data verification, airborne geophysical surveying, diamond drilling and resource modeling.

In July 1998, the DRC government, without prior warning or consultation, issued Presidential decrees which effectively resulted in the expropriation of the Company’s Projects.

In April 2002, the DRC government formally signed a settlement agreement (the “Settlement Agreement”) with the Company.  The agreement called for, among other things, the Company to hold a 100% interest in the Twangiza, Kamituga, Lugushwa and Namoya Projects under a revived Mining Convention.  In accordance with the Settlement Agreement, the Company reorganized the Projects by transferring the Projects from SAKIMA to four newly-created, wholly-owned DRC subsidiaries of the Company (which are named Twangiza Mining SARL, Kamituga Mining SARL, Lugushwa Mining SARL and Namoya Mining SARL), each of which owns 100% of its respective Project (see item 1.2 of this AIF).

In late 2003, the Company re-opened its exploration office in the town of Bukavu in eastern DRC.

2.2          More Recent Events

Recruitment of Management - During 2004, the Company recruited a management team with extensive African and gold industry experience.  Included in the people who joined the Company during 2004 were Peter N. Cowley as Chief Executive Officer, President and a director, Simon F.W. Village as Chairman of the Board and a director, Michael B. Skead as Exploration Manager (later promoted to Vice President, Exploration) and John A. Clarke as a director.  See item 8 (“Directors and Officers”) of this AIF.

Resumption of Exploration - In November 2004, the Company commenced exploration activities at the Namoya Project and in January 2005 the Company commenced exploration activities at the Lugushwa Project.  The Company commenced the second phase of exploration at the Twangiza Project in October 2005.  See items 3.3.1, 3.3.2 and 3.3.3 of this AIF regarding the Company’s exploration activities during 2006.

Stock Exchange Listings - On March 28, 2005, the Company’s common shares began trading on the American Stock Exchange.  On November 10, 2005, the Company’s common shares began trading on the Toronto Stock Exchange (the “TSX”) and ceased trading on the TSX Venture Exchange concurrent with the TSX listing.  RBC Capital Markets acted as sponsor to Banro in its application for listing on the TSX.

Financings

In March 2004, the Company completed a Cdn$16,000,000 private placement financing.

In July 2005, the Company completed an Cdn$18,375,000 private placement financing.  This placement was made to an investment fund managed by Capital Research and Management Company and to institutional accounts managed by affiliates of Capital Group International, Inc.

In October 2005, the Company completed a non-brokered Cdn$13,000,000 private placement financing.  The subscribers in respect of this financing were an investment fund managed by Actis Capital LLP and an investment fund co-managed by Actis Capital LLP and Cordiant Capital Inc.

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In May 2006, the Company completed an equity financing for total gross proceeds of Cdn$56,012,800.  The underwriters who conducted this financing were RBC Capital Markets as lead manager, Raymond James Ltd. and MGI Securities Inc.

ITEM 3:  DESCRIPTION OF THE BUSINESS

3.1          General

The Company is a Canadian-based gold exploration company focused on the exploration and development of four major, 100% owned gold projects (the “Projects”) located along the 210 kilometre-long Twangiza-Namoya gold belt in the South Kivu and Maniema Provinces of the eastern region of the Democratic Republic of the Congo (the “DRC”).  These Projects are known as Twangiza, Lugushwa, Namoya and Kamituga and consist of a total of 13 exploitation permits held by the following wholly-owned DRC subsidiaries of the Company: Twangiza Mining SARL, Lugushwa Mining SARL, Namoya Mining SARL and Kamituga Mining SARL.  See items 3.3.1, 3.3.2, 3.3.3 and 3.3.4 of this AIF for additional information relating the Company’s four Projects.

The Company’s wholly-owned DRC subsidiary, Banro Congo Mining SARL, recently acquired 14 exploration permits covering 3,130 square kilometres of ground located between and contiguous to the Company’s Twangiza, Kamituga and Lugushwa Projects.

Employees

The Company and its subsidiaries have a total of 192 full-time employees (as at December 31, 2006).

Social and Environmental Policies

Since launching its current exploration programs in late 2004, Banro has been working with local communities to improve basic education, health and infrastructure.  In late 2005, the Company formalized this commitment to community development with the creation of the Banro Foundation.  The Banro Foundation is a registered charity, operating in the DRC, with a mandate to support education, health and infrastructure improvements principally in the local communities where Banro operates.  The Company provided initial capitalization and created a management structure that ensures the participation in decision-making of tribal chiefs and local representatives of the Catholic Church.  The Foundation focuses on needs that have been identified by such community leaders and invests in improvements that will benefit communities as a whole.  To the extent possible, the Foundation employs local labour in all initiatives.  Additional information with respect to the Banro Foundation and can be found on the Company’s web site at www.banro.com.

Banro is committed to the creation of jobs and economic opportunities for local Congolese.  In a little over three years, Banro has gone from having no presence in the eastern DRC to being one of the largest private employers in the region.  As it has grown, the Company has deliberately created opportunities for many local Congolese.  Additional information with respect to job creation can be found on the Company’s web site at www.banro.com.

As set out in the Business Conduct Policy adopted by the Company (a copy of this policy can be obtained from SEDAR at www.sedar.com), the Company believes that effectiveness in environmental standards, along with occupational health and safety, is an essential part of achieving success in the mineral exploration business.  The Business Conduct Policy states that

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Banro will therefore work at continuous improvement in these areas and will be guided by the following principles: (a) creating a safe work environment; (b) minimizing the environmental impacts of its activities; (c) building cooperative working relationships with local communities and governments in the Company’s areas of operations; (d) reviewing and monitoring environmental and safety performance; and (e) prompt and effective response to any environmental and safety concerns.

Banro adheres to the E3 Environmental Excellence in Exploration guidelines, which were developed by the Prospectors and Developers Association of Canada.

Banro’s management has also taken steps to ensure that all employees and suppliers respect and adhere to the laws of the DRC with respect to the protection of threatened and endangered species.

3.2          Risk Factors

The exploration and development of gold properties are speculative activities that involve a high degree of financial risk.  The risk factors which should be taken into account in assessing the Company’s activities and an investment in its securities include, but are not necessarily limited to, those set out below.  Any one or more of these risks could have a material adverse effect on the value of any investment in the Company and the business, financial position or operating results of the Company and should be taken into account in assessing the Company’s activities.

The following summary, which is not exhaustive, represents some of the major risk factors that affect Banro.

Risks of Operating in the DRC

Banro’s Projects are located in the east of the DRC.  The assets and operations of the Company are therefore subject to various political, economic and other uncertainties, including, among other things, the risks of war and civil unrest, expropriation, nationalization, renegotiation or nullification of existing licenses, permits, approvals and contracts, taxation policies, foreign exchange and repatriation restrictions, changing political conditions, international monetary fluctuations, currency controls and foreign governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.  Changes, if any, in mining or investment policies or shifts in political attitude in the DRC may adversely affect Banro’s operations or profitability.  Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.  Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights, could result in loss, reduction or expropriation of entitlements.  In addition, in the event of a dispute arising from operations in the DRC, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada.  The Company also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity.  It is not possible for the Company to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on the Company’s operations.

The DRC is a developing nation emerging from a period of civil war and conflict.  Physical and institutional infrastructure throughout the DRC is in a debilitated condition.  The DRC is in transition from a largely state controlled economy to one based on free market principles, and from a non-

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democratic political system with a centralized ethnic power base, to one based on more democratic principles (presidential and parliamentary elections were successfully held in 2006).  There can be no assurance that these changes will be effected or that the achievement of these objectives will not have material adverse consequences for Banro and its operations.  The DRC continues to experience instability in parts of the country due to certain militia and criminal elements.  While the government and United Nations forces are working to support the extension of central government authority throughout the country, there can be no assurance that such efforts will be successful.

HIV/AIDS, malaria and other diseases represent a serious threat to maintaining a skilled workforce in the mining industry in the DRC.  HIV/AIDS is a major healthcare challenge faced by the Company’s operations in the country.  There can be no assurance that the Company will not lose members of its workforce or workforce manhours or incur increased medical costs, which may have a material adverse effect on the Company’s operations.

The DRC has historically experienced relatively high rates of inflation.

Exploration and Mining Risks

All of the Company’s properties are in the exploration stage only and none of the properties contain a known body of commercial ore.  The exploration for and development of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate.  While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines.  Major expenditures may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site.  Whether a mineral deposit, once discovered, will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Banro not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by Banro towards the search for and evaluation of mineral deposits will result in discoveries that are commercially viable.  In addition, assuming discovery of a commercial ore-body, depending on the type of mining operation involved, several years can elapse from the initial phase of drilling until commercial operations are commenced.

Mining operations generally involve a high degree of risk.  Such operations are subject to all the hazards and risks normally encountered in the exploration for, and development and production of gold and other precious or base metals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability.  Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability.

Uncertainty in the Estimation of Mineral Resources

There is a degree of uncertainty to the calculation of mineral resources.  Until mineral resources are actually mined and processed, the quantity and grade of mineral resources must be considered as estimates only.  In addition, the quantity and grade of mineral resources may vary depending on, among

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other things, metal prices.  Any material change in quantity or grade of mineral resources may affect the economic viability of the deposit.  In addition, there can be no assurance that gold recoveries or other metal recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Uncertainty Relating to Inferred Mineral Resources

There is a risk that the inferred mineral resources cannot be converted into mineral reserves as the ability to assess geological continuity is not sufficient to demonstrate economic viability.  Due to the uncertainty that may attach to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to resources with sufficient geological continuity to constitute proven and probable mineral reserves as a result of continued exploration.

Gold Prices

The future price of gold will significantly affect the development of Banro’s Projects.  Gold prices are subject to significant fluctuation and are affected by a number of factors which are beyond Banro’s control.  Such factors include, but are not limited to, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major gold-producing countries throughout the world.  The price of gold has fluctuated widely in recent years, and future serious price declines could cause continued development of and commercial production from Banro’s mineral interests to be impracticable.  Depending on the price of gold, projected cash flow from planned mining operations may not be sufficient and Banro could be forced to discontinue development and may be forced to sell its Projects.  Future production from Banro’s Projects is dependent on gold prices that are adequate to make these Projects economic.

No History of Mining Operations or Profitability

Banro does not have a history of mining operations, and there is no assurance that it will produce revenue, operate profitably or provide a return on investment in the future.  Banro has only incurred operating losses, and the development of its Projects is at an early stage.  It is therefore not possible to evaluate future prospects based on past performance.  There can be no certainty that Banro will achieve or sustain profitability or achieve or sustain positive cash flow from its operating activities.

Dependence on Limited Properties

The Twangiza, Lugushwa, Namoya and Kamituga Projects account for all of the Company’s mineral resources.  Any adverse development affecting the progress of any of these Projects may have a material adverse effect on the Company’s financial performance and results of operations.

Finance Requirements

The Company will require significant financing in order to carry out plans to develop its Projects.  The Company has no revenues and is wholly reliant upon external financing to fund such plans.  There can be no assurance that such financing will be available to the Company or, if it is, that it will be offered on acceptable terms.  If additional financing is raised through the issuance of equity or convertible debt securities of the Company, the interests of the Company’s shareholders in the net assets of the Company may be diluted.  Any failure of the Company to obtain required financing on acceptable terms could have a material adverse effect on the Company’s financial condition, results of operations and liquidity and require the Company to cancel or postpone planned capital investments.

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Market Perception

Market perception of junior gold exploration companies such as the Company may shift such that these companies are viewed less favourably.  This factor could impact the value of investors’ holdings and the ability of the Company to raise further funds, which could have a material adverse effect on the Company’s business, financial condition and prospects.

Uninsured Risks

Banro may become subject to liability for accidents, pollution and other hazards against which it may elect not to insure because of premium costs or for other reasons, or in amounts which exceed policy limits.  Losses from these events may cause Banro to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Environmental Risks and Hazards

All phases of Banro’s operations are subject to environmental regulation.  These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation.  They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste.  Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.  There is no assurance that future changes in environmental regulation, if any, will not adversely affect Banro’s operations.  Environmental hazards may exist on the properties on which Banro holds interests which are unknown to Banro at present and which have been caused by previous owners or operators of the properties.  Reclamation costs are uncertain and planned expenditures may differ from the actual expenditures required.

Government Regulation

Banro’s mineral exploration and planned development activities are subject to various laws governing prospecting, mining, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters.  Although Banro’s exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail development.

Many of Banro’s mineral rights and interests are subject to government approvals, licenses and permits.  Such approvals, licenses and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental officials.  No assurance can be given that Banro will be successful in maintaining any or all of the various approvals, licenses and permits in full force and effect without modification or revocation.  To the extent such approvals are required and not obtained, Banro may be curtailed or prohibited from continuing or proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.  Parties engaged in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by

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reason of the activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws and regulations governing operations or more stringent implementation thereof could have a substantial adverse impact on Banro and cause increases in exploration expenses, capital expenditures or require abandonment or delays in development of mineral interests.

Infrastructure for the Projects

The Company’s Projects are located in remote areas of the DRC, which lack basic infrastructure, including sources of power, water, housing, food and transport.  In order to develop any of its Projects Banro will need to establish the facilities and material necessary to support operations in the remote locations in which they are situated.  The remoteness of each Projects will affect the potential viability of mining operations, as Banro will also need to establish substantially greater sources of power, water, physical plant and transport infrastructure than are currently present in the area.  The lack of availability of such sources may adversely affect mining feasibility and will, in any event, require Banro to arrange significant financing, locate adequate supplies and obtain necessary approvals from national, provincial and regional governments, none of which can be assured.

Share Price Risk

The market price of a publicly traded stock, particularly a junior resource issuer like the Company, is affected by many variables not directly related to the success of the company, including the market for all junior resource sector shares, the breadth of the public market for the stock, and the attractiveness of alternative investments.  The affect of these and other factors on the market price of common shares on the exchanges on which the Company trades suggests that the Company’s shares will be volatile.

Future Sales of Common Shares by Existing Shareholders

Sales of a large number of the Company’s common shares in the public markets, or the potential for such sales, could decrease the trading price of such shares and could impair Banro’s ability to raise capital through future sales of common shares.  Banro has previously completed private placements at prices per share which are lower than the current market price of its common shares.  Accordingly, a significant number of the Company’s shareholders have an investment profit in the common shares that they may seek to liquidate.

Currency Risk

The Company uses the United States dollar as its functional currency.  Fluctuations in the value of the United States dollar relative to the Canadian dollar could have a material impact on the Company’s consolidated financial statements by creating gains or losses.  No currency hedge policies are in place or are presently contemplated.

Dependence on Management and Key Personnel

The success of the Company depends on the good faith, experience and judgment of the Company’s management and advisors in supervising and providing for the effective management of the business and the operations of the Company.  The Company is dependent on a relatively small number of key personnel, the loss of any one of whom could have an adverse effect on the Company.  The Company currently does not have key person insurance on these individuals.  The Company may need to recruit

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additional qualified personnel to supplement existing management and there is no assurance that the Company will be able to attract such personnel.

Competition

The natural resource industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself.

Conflict of Interest

A number of directors of the Company also serve as directors and/or officers of other companies involved in the exploration and development of natural resource properties.  As a result, conflicts may arise between the obligations of these individuals to the Company and to such other companies.

3.3          Banro’s Gold Projects

The Company holds, though four wholly-owned DRC subsidiaries, a 100% interest in four gold Projects, which are known as Twangiza, Lugushwa, Namoya and Kamituga.  These Projects are comprised of a total of 13 exploitation permits and are found along the 210 kilometre-long Twangiza-Namoya gold belt in the South Kivu and Maniema Provinces of eastern DRC.  These Projects, totalling 2,600 square kilometres, cover all the major, historical producing areas of the gold belt, where approximately 2.4 million ounces of gold were reportedly produced in the past from alluvial and hard rock sources.

The “qualified person” (as such term is defined in NI 43-101) who oversees the Company’s exploration programs is Michael B. Skead.  Mr. Skead is Vice President, Exploration of Banro, and is responsible for the technical information in this AIF.

3.3.1       Twangiza

The following is a reproduction of the summary from the 2007 Twangiza Technical Report, a copy of which can be obtained from SEDAR at www.sedar.com.  Refer to the 2007 Twangiza Technical Report for detailed disclosure regarding the Twangiza Project.  The 2007 Twangiza Technical Report is incorporated into this AIF by reference.

Reproduction of Summary from 2007 Twangiza Technical Report

“The 1,164 square kilometre Twangiza Property is located in the South Kivu Province of the Democratic Republic of the Congo (DRC), 35 kilometres west of the Burundi border and 45 kilometres to the south southeast of Bukavu (Figures 1 and 2).  The Twangiza Property consists of six exploitation permits, which are wholly-owned by Banro Corporation indirectly through a Congolese subsidiary, Twangiza Mining sarl (Figures 3 and 4).

The Twangiza deposit is located at the hinge of the Twangiza anticline, which is underlain by mudstone, siltstones and greywackes that have been intruded along bedding planes by porphyry sills.  Auriferous sulphides (pyrite and arsenopyrite) occur as dissemination and vein gangue in both the sediments and the feldspar porphyry sills.  Sulphide content is greatest at the axial plane of the fold as brittle deformation is greatest due to extension forces from the folding.

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This technical report summarizes the results of geological modelling and grade estimation of the Twaniza deposit and the evaluation of the Mwana River “Valley Fill” which was undertaken in January 2007. This report is intended to comply with the requirements of National Instrument 43-101 (NI 43-101), including Form 43-101F1.

The resource estimates come at the end of the second phase of resource drilling of the Twangiza deposit and the Mwana River “Valley Fill” sampling completed at Twangiza in December 2006. Appendix I is the evaluation report of the Mwana River “Valley Fill”.

Seventy-one recent diamond drill holes totalling 17,037.34 metres, 19 diamond holes drilled in 1997/98 and previously developed and verified adit and trench data were used in the remodelling exercise.  As part of the Company’s QA/QC procedures, internationally recognised standards, duplicates and blanks were inserted into the sample batches.  A total of 2,033 relative density measurements were taken from the recent drill core to convert volumes into tonnages.  The author therefore considers the amount of sampling data, geological mapping and assaying results to have been adequately checked for it to be employed in the estimation of the current mineral resources.

The methodology employed in estimating the mineral resources utilised a 3-dimensional wireframe model of the mineralization interpreted within 0.3-1.0 g/t Au sample cutoff, defined first in plan using the adit and trench data at 20 metres interval, and then with drill hole data on cross sections at 40 - 80 meter intervals.  The increased geological knowledge is a major constraining factor on the resource.  The geological aspects considered were lithological and the structural relationship to the antiformal axis and some faulting on the east limb.  The ore body model was constrained within the wireframe with primary block dimensions of 20 meters in the strike and cross structure directions, and 10 meters in the vertical direction.

Semi-variograms were constructed using two-metre sample composite of the gold values that locate within the mineralized domain.  Some structure was apparent in the along strike and down-dip directions allowing for ordinary kriging interpolation algorithm to be employed.  Inverse distance squared weighting was used to interpolate grades into the model in areas which fall outside the range determined by the semivariogram, a feature which is reflected in the classification of the resource.

Ore classification was carried out using solid wireframes to flag blocks as measured, indicated and inferred.  The improved geological knowledge coupled with the increased data density, the continuity of the mineralization and the increase reliability of the database, have allowed resources to be classified with higher confidence.

Steffen, Robertson and Kirtsen (UK) Ltd. (SRK), who undertook the initial data compilation in 1998 and followed it up with a valuation of the project between 1999 and 2003, have reviewed the field work and the modelling and estimation procedures in respect of the Twangiza Property and concur with the approach used by Banro.

The table below summarizes the current Mineral Resource Estimates for the Twangiza deposit using a 1.0 g/t Au cut-off.

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	Tonnage	Grade	Metal	Au
Category	(Mt)	(g/t Au)	(Mg Au)	(Moz)
Measured	9.926	2.99	29.678	0.955
Indicated	29.303	2.18	63.880	2.053
Measured and Indicated	39.229	2.39	93.757	3.008
Inferred	42.119	1.85	77.789	2.501

As well, the Inferred Mineral Resource reported from the “Valley Fill” material at a 1.0 g/t Au cut-off is 0.132 million ounces of gold (0.985 million tonnes grading 4.16 g/t Au).

The estimates for the Measured and Indicated Mineral Resources compare to the September 2006 estimates as follows:

Sept. 2006 Estimates:	21.60 Mt at a mean grade of 2.92 g/t containing 62,954 kg gold.
Jan. 2007 Estimates:	39.23 Mt at a mean grade of 2.39 g/t containing 93,757 kg gold.

The increase in the metal content of the high confidence resources in the current estimates relative to the September 2006 estimates is a function of the increased data density and improved geological knowledge as a result of the additional drilling.

The current Mineral Resource estimates are encouraging in terms of the increase in the Measured and Indicated resources, and gives a clear scope and direction to the project.

It is recommended that the exploration programme at Twangiza for 2007 should focus on the following:

·Continue with the soil sampling to define new targets.

·Diamond drilling to test the east and west soil geochemical anomalies north of the Twangiza deposit in order to generate additional Indicated and Inferred resources.

·Diamond drilling to upgrade Inferred Resources within the Twangiza deposit to the Indicated category.

·Completion of a scoping study to provide preliminary indications of the economic viability of the Twangiza deposit.

·Commencement of regional exploration in other significant prospects and targets in the vicinity of the Twangiza project area.

·Undertake an airborne geophysical survey to identify geophysical targets.

A total of US$13,226,673 is budgeted for the Twangiza Project for 2007.

The actual expenditures incurred at Twangiza during 2007 will be dependent on the exploration results achieved during 2007.

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3.3.2       Lugushwa

The following is a reproduction of the summary from the 2007 Lugushwa Technical Report, a copy of which can be obtained from SEDAR at www.sedar.com.  Refer to the 2007 Lugushwa Technical Report for detailed disclosure regarding the Lugushwa Project.  The 2007 Lugushwa Technical Report is incorporated into this AIF by reference.

Reproduction of Summary from 2007 Lugushwa Technical Report

“Through its wholly-owned subsidiary, Lugushwa Mining SARL, Banro Corporation (“Banro”) is carrying out a gold exploration programme on the Lugushwa Project in the Democratic Republic of the Congo (the “DRC”). The Lugushwa Project consists of three exploitation permits covering an area of 641 km2, and is located approximately 150 km southwest of the town of Bukavu in South Kivu Province in the east of the DRC. Lugushwa Mining SARL has a 100% interest in the said permits.

The Lugushwa area was explored and exploited for alluvial gold between 1957 and 1963. However, from 1963 to the outbreak of political unrest in 1996/7, primary gold mineralization was the main exploration and mining target. Production records are incomplete, but at least 457,000 ounces of alluvial gold were produced, with a further 10,000 ounces from primary sources.

In 1996, Banro acquired control of the Lugushwa Project together with a large library of historical data relating to the Lugushwa Project. Consolidation, computerisation and interpretation of this data were carried out for Banro by CME & Company during 1997 and 1998. Steffen, Robertson and Kirsten (UK) Ltd. (“SRK”) completed a detailed geological review in 1999, and carried out a follow-up visit in 2004, on the basis of which the following Inferred Mineral Resource (using a 1.0 g/t Au cut-off grade) was outlined in four historical deposits: 37 million tonnes at an average grade of 2.3 g/t Au for 2.735 million ounces of gold.

Banro commenced an exploration programme in Lugushwa in January 2005, comprising geological mapping, soil geochemistry, trenching, adit mapping and surveying. This work has provided a clearer understanding of the mineralization style and controls. In addition, significant extensions to the known deposits have been identified by soil geochemistry and tested by trenching. This work was concentrated in the vicinity of the known deposits, within an area representing approximately 6% of the total property area. Historical data and current artisanal mining activity elsewhere in the property indicate good potential for locating additional mineralization through the continuation of systematic exploration.

In January 2006, Banro commenced a diamond drilling programme, targeting the known mineralised occurrences and the extensions identified through mapping, geochemistry and trenching. Fifty-four boreholes totalling 8,322 metres have been drilled to date.

The mineralization at Lugushwa is interpreted to be associated with the Sn-W bearing granites that have intruded the metasediments of the Proterozoic Kibara belt. This class of intrusion-related gold deposits has been identified in several parts of the world, and individual deposits have the potential for hosting large, multi-million ounce resources. At Lugushwa, the mineralization takes the form of (a) cross-cutting auriferous quartz

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vein sets in several orientations, with disseminated, sulphide-associated mineralization in the surrounding rock, and (b) discrete, locally high grade quartz veins.

The mineralization controls are interpreted to be:

·Lithological, with less competent and more chemically reactive metapelite units interbedded with quartzites and siltstones.

·Folding, which has (a) caused more abundant and complex fracturing and bedding-parallel dilation in the axial zones of the folds, and (b) focussed fluids in the low pressure zones in the fold closures.

·Shearing, which may have formed channel-ways for the mineralising fluids.

Mineralization appears to be most intense where interbedded metapelites and siltstones occur in the hinges of northerly-plunging folds, due to (a) migration of hydrothermal fluids into the low-pressure zones, (b) a higher density of host structures for quartz vein emplacement, and (c) more intense fluid-wall rock interaction and subsequent disseminated style mineralization.  This setting is more conducive for the formation of bulk-mineable deposits.  Outside these areas, particularly in the quartzite-dominated parts of the succession, the mineralizing fluids tend to form more isolated and discrete veins, with less opportunity for wall-rock interaction and disseminated mineralization.

The field exploration work undertaken by Banro from January 2005 to date at Lugushwa is compliant with National Instrument 43-101 (“NI 43-101”).  The mineral resource estimate for Lugushwa conforms to the reporting standards of NI 43-101.

It is recommended that the exploration programme at Lugushwa during 2007 should focus on the following:

·Further diamond drilling to upgrade Inferred Resources to the Indicated category.

·Initiation of a scoping study to provide preliminary indications of the economic viability of the deposits.

·Completion of sufficient drilling to enable the estimation of Inferred Resources in the new zones of mineralization, recently identified through soil geochemistry, trenching and preliminary drilling.

·Continuation of regional exploration elsewhere on the Lugushwa Project, through the use of remote sensing, stream sediment sampling and soil geochemistry.

·Acquisition of airborne geophysical data (magnetics and radiometrics) for the whole of the Lugushwa Project.  Airborne electromagnetics may also prove to be a valuable exploration tool, and an orientation survey over the area of known mineralization is planned for the first half of 2007.

·A preliminary assessment of the potential for alluvial gold on the Lugushwa Project, in the light of the abundant artisanal activity and historical sampling data.

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The budget for the Lugushwa Project for 2007 is US$5,221,227.  A total of US$1,500,000 has been assigned to drilling which accounts for approximately 29% of the total budget.  The actual expenditures incurred at Lugushwa during 2007 will be dependent on the exploration results achieved during 2007.”

3.3.3       Namoya

The following is a reproduction of the summary from the 2007 Namoya Technical Report, a copy of which can be obtained from SEDAR at www.sedar.com.  Refer to the 2007 Namoya Technical Report for detailed disclosure regarding the Namoya Project.  The 2007 Namoya Technical Report is incorporated into this AIF by reference.

Reproduction of Summary from 2007 Namoya Technical Report

“The Namoya Project consists of one exploitation permit covering an area of 174 square kilometres and is located approximately 225 kilometres southwest of the town of Bukavu in Maniema Province in the east of the Democratic Republic of the Congo (the “DRC”) (Figures 1 to 3).  Namoya Mining SARL, which is wholly-owned by Banro Corporation (“Banro”), has a 100% interest in the said permit.  The Namoya property comprises five separate ore bodies: Mwendamboko and Muviringu to the northwest, Kakula in the centre and Namoya Summit and Filon B to the southeast (Figure 4).

The main rock unit of the mineralization has been described as “green schistose rock”; an essentially green, fine to very fine grained sericite schist with associated albite, quartz, chlorite and calcite.  Quartz veins and quartz ‘stockworks’ cross-cut the majority of the host sediments which have also been intruded by quartz-feldspar porphyry.  The quartz systems and its associated sediments host the primary gold mineralization.

This technical report summarizes the results of the 2006 exploration programme at Namoya and mineral resource update of the Namoya mineralization.  This report is intended to comply with the requirements of National Instrument 43-101 (“NI 43-101”), including Form 43-101F1.

The most recent resource estimates for Namoya were completed in September 2006 following the completion of the second phase of drilling at the Mwendamboko, Muviringu, Kakula and Namoya Summit prospects.  Seventy diamond drill holes totalling 9,442.21 metres and previously verified adit data were used in this remodelling exercise.  As part of Banro’s QA/QC procedures, internationally recognised standards, duplicates and blanks were inserted into the sample batches.  A total of 1,861 relative density measurements were taken from drill core at the deposits to convert volumes into tonnages.

The methodology employed in estimating the mineral resources utilised a 3-dimensional wireframe model of the mineralization interpreted with 0.5-1.0 g/t Au sample cut-off, defined first in plan using adit, trench and drill hole data, and on cross sections at 20-40 meter intervals.  The increased geological knowledge is a major constraining factor on the resource, rather than the simple mineralization constraint that was previously employed in the absence of geological data.  The ore body models were constrained within the wire frame with primary block dimensions of 10 meters in the strike and cross structure directions, and 5 meters in the vertical direction.

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Semi-variorums were constructed for each deposit using one metre sample composite of the gold values.  Some structure was apparent in the along strike and down-dip directions, and a cringe interpolation algorithm was adopted for the estimates given in the Table below.  The Inferred Mineral Resources generated for Muviringu employed the inverse distance weighting interpolation algorithm.

The recent topographic survey and in particular the updated pit survey at Mwendamboko have been used to deplete the models.

Ore classification was carried out using solid wireframes to flag blocks as Indicated and Inferred.  The improved geological knowledge coupled with the increased data density, the continuity of the mineralization and the increase reliability of the database, have allowed resources to be classified with higher confidence.

Steffen, Robertson and Kirsten (UK) Ltd. (SRK), who undertook the initial data compilation in 1998 and followed it up with a valuation between 1999 and 2003, have reviewed the field work and the modelling and estimation procedures in respect of the Namoya Project and concur with the approach used by Banro.

The table below summarizes the current mineral resource estimates for Namoya using a 1.0 g/t Au block cut-off.

DEPOSIT	CLASS	MTonnes	GRADE (Au g/t)	METAL (MGrams Au)	CONTAINED GOLD (MOunces)
Mwendamboko	Indicated	3.119	3.48	10.862		0.349
Mwendamboko	Inferred	2.319	4.57	10.603		0.341
Kakula	Indicated	2.539	2.70	6.849		0.220
Kakula	Inferred	0.749	3.19	2.393		0.077
Namoya Summit	Indicated	1.728	2.19	3.778		0.122
Namoya Summit	Inferred	1.051	2.32	2.437		0.078
Muviringu	Inferred	0.710	3.80	2.698		0.087
Total	Indicated	7.386	2.91	21.489		0.691
	Inferred	4.829	3.76	18.131		0.583

Tonnage and Ounces rounded to the nearest ‘000.

The estimates for the Indicated Mineral Resources at Namoya compared to the previous (June 2005) estimates are as follows:

Previous Estimates:	4.560 Mt at a mean grade of 2.97 g/t containing 13,543 kg gold.
Current Estimates:	7.386 Mt at a mean grade of 2.91 g/t containing 21,489 kg gold.

The increase in the metal content of the Indicated Resource in the current estimates relative to the previous estimates is a function of the increased data density and improved geological knowledge as a result of the additional drilling.

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The current mineral resource estimates are encouraging in terms of the increase in the Indicated Resources, and gives a clear scope and direction to the Project.

It is recommended that the exploration programme at Namoya for 2007 should focus on the following:

·Continue with regional exploration to define new targets.

·Diamond drilling to test soil geochemical anomalies in order to generate additional Indicated and Inferred Mineral Resources.

·Diamond drilling to test the depth extensions of the advanced prospects of Mwendamboko, Kakula and Namoya Summit.

·Infill diamond drilling to upgrade the current Inferred Resources within the advanced prospects at Namoya to the Indicated category.

·Continue with exploration drilling at the Muviringu and Filon B prospects in order to upgrade the current Inferred Resources at Muviringu to the Indicated Resource category and to generate additional Inferred Resources.

·Completion of a scoping study to provide preliminary indications of the economic viability of the Namoya deposits.

·Undertake an airborne geophysical survey to identify geophysical targets.

The budget for the Namoya Project for 2007 is US$5,543,877. A total of US$1,569,000 has been assigned to drilling which accounts for approximately 28% of the total budget.  The actual expenditures incurred at Namoya during 2007 will be dependent on the exploration results achieved during 2007.”

3.3.4       Kamituga

The following provides a summary regarding the Kamituga Project.  Refer to the SRK Technical Report (a copy of which can be obtained from SEDAR at www.sedar.com) for detailed disclosure regarding the Kamituga Project.  Section 2 (entitled “Regional Geology”) and section 3 (entitled “Kamituga”) of the SRK Technical Report are incorporated into this AIF by reference.

The Kamituga Project consists of three exploitation permits covering an area of 649 square kilometres and is located approximately 100 kilometres southwest of the town of Bukavu in the South Kivu Province in the east of the DRC.  Banro’s wholly-owned DRC subsidiary, Kamituga Mining SARL, has a 100% interest in the said permits.  Kamituga is the most mature of the Company’s four Projects, having previously been the site of major alluvial and underground mining operations.

Gold was first reported in the Kamituga region during the early 1920s with the discovery of alluvial gold in the Luliaba, Mobale, Kahushimira, Kamakundu and Idoka rivers.  Commercial alluvial mining commenced in 1924.  Exploration during the 1930s also led to the discovery of numerous high grade quartz veins with hard rock mining commencing in 1937 at the Mobale underground operation.  At the closure of the Kamituga operations in 1996, approximately 1.5 million ounces of gold had been produced from alluvial and hard rock mining.

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SRK noted in the SRK Technical Report: “…there is much evidence to support the wide scale occurrence of gold mineralization.  Most of the work to date has been confined to the area surrounding the Mobale Mine and very little appears to have been conducted throughout the remaining area of the concession.”

In the SRK Technical Report, SRK outlined the following mineral resource estimate for Kamituga, using a 1.0 g/t cut-off grade and based on polygonal methods using historical assay results from underground and surface channel sampling:

Inferred Mineral Resource
Tonnes	Au g/t	Oz gold
7,260,000	3.9	915,000

Mineralisation at Kamituga is hosted within quartz veins containing gold either present as free native gold or associated with sulphides, particularly arsenopyrite.  Veins are present in zones along slippage planes parallel to the schistosity or at fold axes resulting from dextral movement of blocks along east-west fault planes due to the intrusion of a deep seated granitoid body.  Late stage brittle shear has caused local offset of the vein system up to several tens of metres.

No exploration was conducted at Kamituga during 2005 or 2006.  Banro is proposing to commence exploration activities at Kamituga during the first half of 2007, such activities to consist of reviewing and assessing the historical data, airborne magnetics and radiometrics, gridding, geological mapping and soil, trench and adit sampling.  Exploration will focus on the disseminated, wall rock mineralization that may have been neglected in the past by previous mining activities when the focus was on high grade, quartz veins and stockworks.  No drilling has been budgeted during 2007 although this may change depending on results.  The budget for the Kamituga Project for 2007 is approximately $2.14 million (including approximately $1.4 million for exploration).  The actual expenditures incurred at Kamituga during 2007 will be dependent on the exploration results achieved during 2007.

ITEM 4:  DIVIDENDS

Subject to the requirements of the CBCA, there are no restrictions in the Company’s articles or by-law that would restrict or prevent the Company from paying dividends.  However, the Company has not paid any dividend or made any other distribution in respect of its outstanding shares and management does not anticipate that the Company will pay dividends or make any other distribution in respect on its shares in the foreseeable future.  The Company’s board of directors, from time to time, and on the basis of any earnings and the Company’s financial requirements or any other relevant factor, will determine the future dividend policy of the Company with respect to its shares.

ITEM 5:  DESCRIPTION OF CAPITAL STRUCTURE

5.1          Authorized Share Capital

The Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series, of which 39,770,137 common shares and no preference shares were issued and outstanding as of the date of this AIF.  The following is a summary of the material provisions attaching to the common shares and preference shares.

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Common Shares

The holders of the common shares are entitled to receive notice of and to attend all meetings of the shareholders of the Company and shall have one vote for each common share held at all meetings of the shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series.  Subject to the prior rights of the holders of the preference shares or any other shares ranking senior to the common shares, the holders of the common shares are entitled to (a) receive any dividends as and when declared by the board of directors, out of the assets of the Company properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and (b) receive the remaining property of the Company in the event of any liquidation, dissolution or winding-up of the Company.

Preference Shares

The board of directors of the Company may issue the preferences shares at any time and from time to time in one or more series, each series of which shall have the designations, rights, privileges, restrictions and conditions fixed by the directors.  The preference shares of each series shall rank on a parity with the preference shares of every other series, and shall be entitled to priority over the common shares and any other shares of the Company ranking junior to the preference shares, with respect to priority in the payment of dividends and the return of capital and the distribution of assets of the Company in the event of the liquidation, dissolution or winding-up of the Company.

5.2          Shareholder Rights Plan

Effective April 29, 2005, the board of directors of the Company (the “Board”) adopted a Shareholder Rights Plan (the “Rights Plan”).  The Rights Plan was implemented by way of a shareholder rights plan agreement (the “Rights Plan Agreement”) dated as of April 29, 2005 between the Company and Equity Transfer Services Inc., as rights agent.  The Rights Plan Agreement was approved by shareholders of the Company at the annual and special meeting of shareholders held on June 29, 2005.

The objectives of the Rights Plan are to ensure, to the extent possible, that all shareholders of the Company are treated equally and fairly in connection with any take-over bid for the Company.  The Rights Plan discourages discriminatory, coercive or unfair take-overs of the Company and gives the Company’s Board time if, in the circumstances, the Board determines it is appropriate to take such time, to pursue alternatives to maximize shareholder value in the event an unsolicited take-over bid is made for all or a portion of the outstanding common shares of the Company (the “Common Shares”).

The Rights Plan discourages coercive hostile take-over bids by creating the potential that any Common Shares which may be acquired or held by such a bidder will be significantly diluted.  The potential for significant dilution to the holdings of such a bidder can occur as the Rights Plan provides that all holders of Common Shares who are not related to the bidder will be entitled to exercise rights (“Rights”) issued to them under the Rights Plan and to acquire Common Shares at a substantial discount to prevailing market prices.  The bidder or the persons related to the bidder will not be entitled to exercise any Rights under the Rights Plan.  Accordingly, the Rights Plan will encourage potential bidders to make take-over bids by means of a “Permitted Bid” (as such term is defined in the Rights Plan Agreement) or to approach the Board to negotiate a mutually acceptable transaction.  The Permitted Bid provisions of the Rights Plan are designed to ensure that in any take-over bid for outstanding Common Shares all shareholders are treated equally and are given adequate time to properly assess such take-over bid on a fully-informed basis.

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The Board authorized the issuance of one Right in respect of each Common Share outstanding at the close of business on April 29, 2005 (the “Record Time”).  In addition, the Board authorized the issuance of one Right in respect of each additional Common Share issued after the Record Time.  The Rights trade with and are represented by the Company’s Common Share certificates, including certificates issued prior to the Record Time.  Until such time as the Rights separate from the Common Shares and become exercisable, Rights certificates will not be distributed to shareholders.   At any time prior to the Rights becoming exercisable, the Board may waive the operation of the Rights Plan with respect to certain events before they occur.  The issuance of the Rights is not dilutive until the Rights separate from the underlying Common Shares and become exercisable or until the exercise of the Rights.

A copy of the Rights Plan Agreement can be obtained from SEDAR at www.sedar.com.  Reference is made to the Rights Plan Agreement for additional information with respect to the Rights Plan.

ITEM 6:  MARKET FOR SECURITIES

The Company’s common shares are listed for trading on the Toronto Stock Exchange (the “TSX”) and on the American Stock Exchange, in each case under the symbol “BAA”.  The Company’s common shares commenced trading on the American Stock Exchange on March 28, 2005 and commenced trading on the TSX on November 10, 2005.  Prior to November 10, 2005, such shares traded on the TSX Venture Exchange.

The following table sets forth the high, low and closing sale prices and volume of trading of the Company’s common shares for the months indicated, as reported by the TSX.

Month	High	Low	Close	Volume
	(Cdn$)	(Cdn$)	(Cdn$)	(#)
2006
December	15.60	14.20	15.20	670,846
November	16.50	13.75	14.40	654,527
October	14.50	8.91	14.16	1,676,391
September	10.01	7.74	9.75	462,630
August	11.10	9.00	9.90	851,551
July	11.75	10.20	11.05	1,198,597
June	12.75	9.55	10.79	1,173,654
May	14.00	11.75	12.23	2,207,271
April	14.25	11.81	13.50	1,200,777
March	13.26	12.00	13.05	695,192
February	13.00	10.25	12.50	2,731,932
January	11.25	9.65	10.81	791,381

The closing price of the common shares of the Company on March 29, 2007 was Cdn$12.67 per share, as reported by the TSX.

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ITEM 7:  ESCROWED SECURITIES

To the knowledge of the Company, no securities of the Company are held in escrow.

ITEM 8:  DIRECTORS AND OFFICERS

8.1          Name, Occupation and Security Holding

The following table sets forth, as of the date hereof, the name and municipality of residence of each director and officer of the Company, as well as such individual’s current position(s) with the Company, principal occupation(s) during the past five years and period of service as a director (if applicable).  Each director will hold office until the close of the next annual meeting of shareholders of the Company unless his office is earlier vacated in accordance with the by-law of the Company.

Name, Municipality of Residence and Current Position(s) with Banro	Principal Occupation(s) During the Past Five Years	Director Since
John A. Clarke(1) (2) West Vancouver, British Columbia, Canada Director	President of Nevsun Resources Ltd. (a mineral exploration and development company).	February 3, 2004
Peter N. Cowley Surrey, United Kingdom Chief Executive Officer, President and a director	President of the Company since June 2004; Managing Director (Ashanti Exploration) of Ashanti Goldfields Company Limited (a gold mining company) until May 2004.	January 13, 2004
Piers A. Cumberlege(1) (2)  Montreal, Quebec, Canada Director	Vice President, Private Equity at Cordiant Capital Inc. (an investment fund manager) from April 2005 to present; Vice President Global Partnerships at Bombardier Inc. (a manufacturer of rail and air transportation equipment) from February 2004 to February 2005; prior to February 2004, Vice President of Bombardier International.	July 17, 2006
Arnold T. Kondrat Toronto, Ontario, Canada Executive Vice President and a director	Executive Vice President of the Company and Executive Vice President of BRC Diamond Corporation (a diamond exploration company).	May 3, 1994
Richard J. Lachcik Oakville, Ontario, Canada Director	Partner of Macleod Dixon LLP (a law firm)(3).	August 23, 1996
Bernard R. van Rooyen(1)(2)  Johannesburg, South Africa Director	Deputy Chairman of Mvelaphanda Resources Limited (a company which holds major interests in public gold, platinum and diamond mining companies) from March 2004 to present; President of the Company from November 1996 to January 2001; director of various private and public companies engaged in mining.	June 16, 1997

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Name, Municipality of Residence and Current Position(s) with Banro	Principal Occupation(s) During the Past Five Years	Director Since
Simon F.W. Village Kent, United Kingdom Chairman of the Board of Directors and a director	Chairman of the Board of the Company since November 2004; Managing Director, Gold Investment Services, of the World Gold Council (an international marketing organization for the gold industry formed and funded by the world’s leading gold mining companies) from September 2002 to October 2004; Managing Director in charge of Global Mining and the South African securities business of HSBC (James Capel) (an investment dealer) from May 1998 to September 2002.	March 8, 2004
Geoffrey G. Farr Toronto, Ontario, Canada Corporate Secretary	Partner of Macleod Dixon LLP (a law firm)(3).	Not applicable
Martin D. Jones Toronto, Ontario, Canada Vice President, Corporate Development	Vice President, Corporate Development of the Company since October 2004; prior thereto, Vice President with Advance Planning/MS&L (a public relations firm).	Not applicable
Donat K. Madilo Mississauga, Ontario, Canada Treasurer	Treasurer of the Company, Treasurer of BRC Diamond Corporation (a diamond exploration company) and Treasurer of Nevada Bob’s International Inc. (an international licensor).	Not applicable
J. Gregory Short Aurora, Ontario, Canada Chief Financial Officer	Self-employed Chartered Accountant.	Not applicable
Michael B. Skead Rondebosch, South Africa Vice President, Exploration	Vice President, Exploration of the Company since August 2005; exploration manager for the Company from May 2004 to August 2005; prior to May 2004, self-employed geological consultant.	Not applicable

(1)	Member of the audit committee of the board of directors of the Company (the “Audit Committee”).
(2)	Member of the compensation committee of the board of directors of the Company.
(3)	Macleod Dixon LLP acts as counsel to the Company.

As of the date hereof, the directors and officers of the Company as a group beneficially own, directly or indirectly, or exercise control or direction over, 2,326,562 common shares of the Company, representing 5.85% of the issued and outstanding common shares of the Company as of the date hereof. As well, the directors and officers of the Company as a group hold, as of the date hereof, 2,015,000 stock options granted pursuant to the Company’s Stock Option Plan.

8.2          Corporate Cease Trade Orders or Bankruptcies

No director or officer of Banro, or a shareholder holding a sufficient number of securities of Banro to affect materially the control of Banro, is, or within the 10 years before the date of this AIF has been, a director or officer of any company that, while that person was acting in that capacity,

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(a)was the subject of a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

(b)was subject to an event that resulted, after the director or officer ceased to be a director or officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(c)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, save as described below.

As a result of not filing its audited financial statements for the year ended December 31, 2004 by the filing deadline, Mediterranean Resources Ltd. (which was then named Mediterranean Minerals Corp.) (“Mediterranean”) was made subject to an issuer cease trade order issued by the British Columbia, Alberta and Ontario Securities Commissions which was revoked on August 17, 2005 (following the filing of the required records).  Mr. John A. Clarke, a director of the Company, is a director of Mediterranean and was a director of Mediterranean during the time the said cease trade order was in effect.

As a result of not filing its audited financial statements for the year ended December 31, 2004 by the filing deadline, Eurasia Gold Inc. (which was then named Eurasia Gold Corp.) (“Eurasia”) was made subject to an issuer cease trade order issued by the British Columbia, Alberta and Ontario Securities Commissions which was revoked on June 29, 2005 (following the filing of the required records).  Mr. Richard J. Lachcik, a director of the Company, is a director of Eurasia and was a director of Eurasia during the time the said cease trade order was in effect.

8.3          Personal Bankruptcies

No director or officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, or a personal holding company of any such persons has, within the 10 years before the date of this AIF, 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 the director, officer, shareholder or personal holding company.

8.4          Penalties or Sanctions

No director or officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has

(a)been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b)been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

8.5          Conflicts of Interest

To the best of the Company’s knowledge, there are no existing or potential material conflicts of interest between the Company or a subsidiary of the Company and a director or officer of the Company or a subsidiary of the Company.

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ITEM 9:  AUDIT COMMITTEE INFORMATION

The Audit Committee’s Charter

The text of the Audit Committee’s charter is attached to this AIF as Schedule “A”.

Composition of the Audit Committee

The members of the Audit Committee are as follows: John A. Clarke, Piers A. Cumberlege and Bernard R. van Rooyen.  Each such member is “independent” within the meaning of Multilateral Instrument 52-110 - Audit Committees (“MI 52-110”).  Each such member is also “financially literate” within the meaning of MI 52-110.

Relevant Education and Experience of Audit Committee Members

The following is a description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member:

John A. Clarke

From 1997 to present, Mr. Clarke has been President and Chief Executive Officer of Nevsun Resources Ltd., a mineral exploration and development company which is listed on the Toronto Stock Exchange and the American Stock Exchange.

From 1988 to 1993, Mr. Clarke was with Ashanti Goldfields Company Limited (“Ashanti”) engaged as a General Manager in a range of roles, including strategic planning, mine production and the technical/administrative support of mining operations.  From 1993 to 1997, Mr. Clarke was an Executive Director of Ashanti and was in charge of business development, including company strategic planning, Africa-wide exploration programs, and the acquisition of listed companies.  His roles with Ashanti required experience and understanding of all of the issues required in assessing/analyzing and preparing technical and financial plans and statements for mining and exploration operations.

Mr. Clarke holds a Masters of Business Administration from Middlesex Polytechnic (now Middlesex University).  This degree included in-depth courses in accounting principles, standards and practices.

Piers A. Cumberlege

In addition to his current investment responsibilities at Cordiant Capital Inc., Mr. Cumberlege has worked at Hawker Siddeley, BTR, GEC-Marconi and Delta Capital in emerging market project finance, corporate acquisition and private equity investment roles since 1983.  In these roles he has been actively engaged in analyzing financial statements of investment prospects, as well as the regular financial monitoring and reporting of portfolio companies.  He also has experience of restatement across different national and international accounting standards and introducing IAS and GAAP reporting procedures into companies that have been operating to other local standards.

Mr Cumberlege served on the audit committee of Sun-Interbrew Limited (a Frankfurt-listed company) between June 1999 and October 2001.  He holds a Diploma in Business Administration from Coventry University and the ICD.D qualification from the Canadian Institute of Corporate Directors.

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Bernard R. van Rooyen

From 1980 to 1990, Mr. van Rooyen was Executive Director, Corporate Finance and Non-Technical Services to Gold Fields of South Africa Limited, an international mining company listed in Johannesburg, New York, London and various European Exchanges.  He was responsible for, among other things, the entire financial system from financial accounts through management accounts, cost control and management information to the treasury.

From 1998 to 2005, Mr. van Rooyen served as a non-executive director on the audit committee of Gold Fields Limited, an international gold producer with a market capitalization of approximately US$10 billion and the successor to Gold Fields of South Africa Limited.  Gold Fields Limited is listed in Johannesburg, New York, London and Frankfurt.

Mr. van Rooyen is currently a non-executive member of the audit committee of Trans Hex Group, a producer and marketer of diamonds listed on the JSE Securities Exchange.

Mr. van Rooyen was President of the Company from November 1996 to January 2001.

Reliance on Certain Exemptions

At no time since the commencement of the year ended December 31, 2006 has the Company relied on an exemption in section 2.4 of MI 52-110 (De Minimis Non-audit Services), section 3.2 of MI 52-110 (Initial Public Offerings), section 3.3(2) of MI 52-110 (Controlled Companies), section 3.4 of MI 52-110 (Events Outside Control of Member), section 3.5 of MI 52-110 (Death, Disability or Resignation of Audit Committee Member) or section 3.6 of MI 52-110 (Temporary Exemption for Limited and Exceptional Circumstances), on an exemption from MI 52-110, in whole or in part, granted under Part 8 of MI 52-110 (Exemptions) or on section 3.8 of MI 52-110 (Acquisition of Financial Literacy).

Audit Committee Oversight

At no time since the commencement of the Company’s financial year ended December 31, 2006 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the board of directors of the Company.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies or procedures for the engagement of non-audit services.

External Auditors Service Fees

The following summarizes (a) the estimated total fees of BDO Dunwoody LLP, the external auditors of the Company, for the financial year of the Company ended December 31, 2006 (these fees are estimates as, as at the date of this AIF, these fees had not yet been billed), and (b) the total fees billed by BDO Dunwoody LLP for the financial year of the Company ended December 30, 2005:

	2006		2005
Audit Fees	$67,000		$60,895
Audit-Related Fees	Nil		$3,706	(2)
Tax Fees	Nil		$1,101	(3)
All Other Fees	$18,725	(1)	$10,079	(4)

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(1)	The services comprising these fees related to services carried out in connection with the filing by the Company of a short form prospectus pursuant to the equity financing completed by the Company in May 2006.
(2)	The services comprising these fees related to a review of U.S. GAAP in connection with the filing of the Company’s financial statements in the U.S.
(3)	The services comprising these fees related to the preparation of the 2004 and 2005 Delaware tax returns for the Company’s U.S. subsidiary, Banro American Resources Inc.
(4)	The services comprising these fees related to services carried out in connection with the Company’s applications to list its common shares on the American Stock Exchange and on the Toronto Stock Exchange.

ITEM 10:  PROMOTERS

No person or company has been, within the three most recently completed financial years or during the current financial year, a “promoter” (as such term is defined under applicable Canadian securities laws) of the Company.

ITEM 11: LEGAL PROCEEDINGSAND REGULATORY ACTIONS

Legal Proceedings

On October 18, 2006, the Company’s DRC subsidiary, Banro Congo Mining SARL (“Banro Congo”), commenced a lawsuit in the Supreme Court of British Columbia (the “B.C. Lawsuit”) against La Quinta Resources Corporation (“La Quinta”).  La Quinta is a public company whose shares trade on the TSX Venture Exchange.  The B.C. Lawsuit relates to a memorandum of understanding (the “MOU”) entered into between La Quinta and W.B. Kasai Congo SPRL (“W.B. Kasai”) with respect to the exploration for minerals on certain new properties in the DRC located between the Company’s Lugushwa and Namoya Projects (the “Disputed New Ground”).  The B.C. Lawsuit seeks damages and injunctive relief restraining La Quinta from proceeding with the MOU.  Banro Congo disputes the validity of the MOU on the basis of a prior agreement entered into between Banro Congo and W.B. Kasai with respect to the exploration for minerals on the Disputed New Ground (the “Banro Congo Agreement”).  The proceedings are being contested by W.B. Kasai and are still in the pleadings stage.

In early 2007, W.B. Kasai commenced a proceeding against Banro Congo in a DRC Commercial Court relating to the Disputed New Ground and the validity of the Banro Congo Agreement, and recently obtained a judgment granting a US$200,000 award against Banro Congo for damages (see the Company’s press release dated March 21, 2007).  Banro Congo will be appealing this judgment.

Regulatory Actions

During the financial year ended December 31, 2006, (a) no penalties or sanctions were imposed against the Company by a court or regulatory body, and (b) no settlement agreements were entered into by the Company with a court relating to securities legislation or with a securities regulatory authority.

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ITEM 12: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as described below, no director or officer of the Company or person or company beneficially owning, directly or indirectly, or exercising control or direction over, more than 10% of the outstanding common shares of the Company, or any of their respective associates or affiliates, had or has any material interest, directly or indirectly, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or would materially affect the Company.

The Company believes that institutional accounts (the “CGII Accounts”) managed by affiliates of Capital Group International, Inc. hold, in the aggregate, more than 10% of the outstanding common shares of the Company.  To the knowledge of the Company, the last public filing by Capital Group International, Inc. disclosing the number of shares held by CGII Accounts was in February 2007 and this filing indicated that CGII Accounts held 12.9% of the outstanding common shares of the Company.  The Company does not know the number of shares of the Company held by CGII Accounts as at the date of this AIF.

In July 2005, the Company completed the issue and sale, by way of private placement, of 3,500,000 common shares of the Company at a price of Cdn$5.25 per share for gross proceeds of Cdn$18,375,000.  This placement was made solely to an investment fund managed by Capital Research and Management Company and to CGII Accounts.  In May 2006, the Company completed an equity financing which involved (including the exercise by the underwriters of an over-allotment option) the issue and sale of a total of 4,376,000 common shares of the Company at a price of Cdn$12.80 per share for total gross proceeds of Cdn$56,012,800.  The Company understands that CGII Accounts also purchased shares under the May 2006 financing.

ITEM 13: TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Company’s common shares is Equity Transfer & Trust Company at its office in Toronto, Ontario.

ITEM 14: MATERIAL CONTRACTS

The following are the only material contracts, other than contracts entered into in the ordinary course of business, which have been entered into by Banro within the most recently completed fiscal year or before the most recently completed fiscal year but are still in effect:

1.	the Mining Convention (as amended in connection with the Settlement Agreement) dated February 13, 1997 among the DRC government, SOMINKI and the Company (see item 2.1 of this AIF);
2.	the Settlement Agreement dated April 18, 2002 between the DRC government and the Company (see item 2.1 of this AIF); and
3.	the Rights Plan Agreement dated as of April 29, 2005 between the Company and Equity Transfer & Trust Company, as rights agent (see item 5.2 of this AIF).

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ITEM 15: INTERESTS OF EXPERTS

15.1        Names of Experts

(a)BDO Dunwoody LLP, Chartered Accountants, who provide the auditors’ report accompanying the Company’s annual consolidated financial statements.  BDO Dunwoody LLP has confirmed to the Company that BDO Dunwoody LLP is independent in accordance with the Rules of Professional Conduct as outlined by the Institute of Chartered Accountants of Ontario.

(b)Michael B. Skead, who is Vice President, Exploration of the Company and the “qualified person” (as such term is defined in NI 43-101) for the purpose of each of the 2007 Twangiza Technical Report, the 2007 Lugushwa Technical Report and the 2007 Namoya Technical Report.

(c)Martin F. Pittuck and A. Gareth O’Donovan, who are the “qualified persons” (as such term is defined in NI 43-101) for the purpose of the SRK Technical Report.

15.2        Interests of Experts

To the knowledge of the Company, none of the above-mentioned individuals beneficially owns, directly or indirectly, or exercises control or direction over, 1% or more of the outstanding common shares of the Company.  Mr. Skead currently holds 200,000 stock options of the Company granted pursuant to the Company’s stock option plan.

ITEM 16: ADDITIONAL INFORMATION

Additional information concerning the Company may be found on SEDAR at www.sedar.com.  Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is contained in the Company’s information circular for its most recent annual meeting of shareholders that involved the election of directors.  Additional financial information is contained in the Company’s audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2006.

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Schedule “A”

Banro Corporation

Terms of Reference
Audit Committee of the Board of Directors
Banro Corporation

November 23, 2004

Mandate

A.           Role and Objectives

The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Banro Corporation (“Banro”) established for the purpose of overseeing the accounting and financial reporting process of Banro and external audits of the consolidated financial statements of Banro. In connection therewith, the Committee assists the Board in fulfilling its oversight responsibilities in relation to Banro’s internal accounting standards and practices, financial information, accounting systems and procedures, financial reporting and statements and the nature and scope of the annual external audit. The Committee also recommends for Board approval Banro’s audited annual consolidated financial statements and other mandatory financial disclosure.

Banro’s external auditor is accountable to the Board and the Committee as representatives of shareholders of Banro. The Committee shall be directly responsible for overseeing the relationship of the external auditor.  The Committee shall have such access to the external auditor as it considers necessary or desirable in order to perform its duties and responsibilities.  The external auditor shall report directly to the Committee.

The objectives of the Committee are as follows:

1.to be satisfied with the credibility and integrity of financial reports;

2.to support the Board in meeting its oversight responsibilities in respect of the preparation and disclosure of financial reporting, including the consolidated financial statements of Banro;

3.to facilitate communication between the Board and the external auditor and to receive all reports of the external auditor directly from the external auditor;

4.to be satisfied with the external auditor’s independence and objectivity; and

5.to strengthen the role of independent directors by facilitating in-depth discussions between members of the Committee, management and Banro’s external auditor.

B.           Composition

1.The Committee shall comprise at least 3 directors, none of whom shall be an officer or employee of Banro or any of its subsidiaries or any affiliate thereof. Each Committee member shall satisfy the independence, financial literacy and experience requirements of applicable securities laws, rules or guidelines, any applicable stock exchange requirements or guidelines and any other applicable regulatory rules. In particular, each member of the Committee shall have no direct or indirect material relationship with Banro or any affiliate thereof which could reasonably interfere with the exercise of the member’s independent judgment. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the full Board.

2.Members of the Committee shall be appointed by the Board. Each member shall serve until his successor is appointed, unless he shall resign or be removed by the Board or he shall otherwise cease to be a director of Banro.

3.The Chair of the Committee may be designated by the Board or, if it does not do so, the members of the Committee may elect a Chair by vote of a majority of the full Committee membership.  The Committee Chair shall satisfy the independence, financial literacy and experience requirements (as described above).

4.The Committee shall have access to such officers and employees of Banro and to such information respecting Banro as it considers to be necessary or advisable in order to perform its duties and responsibilities.

C.           Meetings

1.	At all meetings of the Committee, every question shall be decided by a majority of the votes cast. In case of an equality of votes, the matter will be referred to the Board for decision.
2.	A quorum for meetings of the Committee shall be a majority of its members.
3.	Meetings of the Committee shall be scheduled at least quarterly and at such other times during each year as it deems appropriate. Minutes of all meetings of the Committee shall be taken. The Chief Financial Officer shall attend meetings of the Committee, unless otherwise excused from all or part of any such meeting by the Committee Chair. The Chair of the Committee shall hold in camera sessions of the Committee, without management present, at every meeting.
4.	The Committee shall report the results of meetings and reviews undertaken and any associated recommendations to the Board.
5.	The Committee shall meet periodically with Banro’s external auditor (in connection with the preparation of the annual consolidated financial statements and otherwise as the Committee may determine), part or all of each such meeting to be in the absence of management.

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Responsibilities

As discussed above, the Committee is established to assist the Board in fulfilling its oversight responsibilities with respect to the accounting and financial reporting processes of Banro and external audits of Banro’s consolidated financial statements. In that regard, the Committee shall:

1.

satisfy itself on behalf of the Board with respect to Banro’s internal control systems including identifying, monitoring and mitigating business risks as well as compliance with legal, ethical and regulatory requirements. The Committee shall also review with management, the external auditor and, if necessary, legal counsel, any litigation, claim or other contingency (including tax assessments) that could have a material effect on the financial position or operating results of Banro (on a consolidated basis), and the manner in which these matters may be, or have been, disclosed in the financial statements;

2.

review with management and the external auditor the annual consolidated financial statements of Banro, the reports of the external auditor thereon and related financial reporting, including Management’s Discussion and Analysis and any earnings press releases, (collectively, “Annual Financial Disclosure”) prior to their submission to the Board for approval. This process should include, but not be limited to:

(a)reviewing changes in accounting principles, or in their application, which may have a material impact on the current or future year’s financial statements;

(b)reviewing significant accruals, reserves or other estimates;

(c)reviewing accounting treatment of unusual or non-recurring transactions;

(d)reviewing adequacy of reclamation fund;

(e)reviewing disclosure requirements for commitments and contingencies;

(f)reviewing financial statements and all items raised by the external auditor, whether or not included in the financial statements; and

(g)reviewing unresolved differences between Banro and the external auditor.

Following such review, the Committee shall recommend to the Board for approval all Annual Financial Disclosure;

3.review with management all interim consolidated financial statements of Banro and related financial reporting, including Management’s Discussion and Analysis and any earnings press releases, (collectively “Quarterly Financial Disclosure”) and, if thought fit, approve all Quarterly Financial Disclosure;

4.be satisfied that adequate procedures are in place for the review of Banro’s public disclosure of financial information extracted or derived from Banro’s financial statements, other than Annual Financial Disclosure or Quarterly

A-3

Financial Disclosure, and shall periodically assess the adequacy of those procedures;

5.review with management and recommend to the Board for approval, any financial statements of Banro which have not previously been approved by the Board and which are to be included in a prospectus of Banro;

6.review with management and recommend to the Board for approval, Banro’s Annual Information Form;

7.            with respect to the external auditor:

(a)                           receive all reports of the external auditor directly from the external auditor;

(b)                          discuss with the external auditor:

(i)critical accounting policies;

(ii)alternative treatments of financial information within GAAP discussed with management (including the ramifications thereof and the treatment preferred by the external auditor); and

(iii)other material, written communication between management and the external auditor;

(c)consider and make a recommendation to the Board as to the appointment or re-appointment of the external auditor, being satisfied that such auditor is a participant in good standing pursuant to applicable securities laws;

(d)review the terms of engagement of the external auditor, including the appropriateness and reasonableness of the auditor’s fees and make a recommendation to the Board as to the compensation of the external auditor;

(e)when there is to be a replacement of the external auditor, review with management the reasons for such replacement and the information to be included in any required notice to securities regulators and recommend to the Board for approval the replacement of the external auditor along with the content of any such notice;

(f)oversee the work of the external auditor in performing its audit or review services and oversee the resolution of any disagreements between management and the external auditor;

(g)review and discuss with the external auditor all significant relationships that the external auditor and its affiliates have with Banro and its affiliates in order to determine the external auditor’s independence, including, without limitation:

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(i)requesting, receiving and reviewing, on a periodic basis, written or oral information from the external auditor delineating all relationships that may reasonably be thought to bear on the independence of the external auditor with respect to Banro;

(ii)discussing with the external auditor any disclosed relationships or services that the external auditor believes may affect the objectivity and independence of the external auditor; and

(iii)recommending that the Board take appropriate action in response to the external auditor’s information to satisfy itself of the external auditor’s independence;

(h)as may be required by applicable securities laws, rules and guidelines, either:

(i)pre-approve all non-audit services to be provided by the external auditor to Banro (and its subsidiaries, if any), or, in the case of de minimus non-audit services, approve such non-audit services prior to the completion of the audit; or

(ii)adopt specific policies and procedures for the engagement of the external auditor for the purposes of the provision of non-audit services;

(i)review and approve the hiring policies of Banro regarding partners, employees and former partners and employees of the present and former external auditor of Banro;

8.(a)           establish procedures for:

(i)	the receipt, retention and treatment of complaints received by Banro regarding accounting, internal accounting controls or auditing matters; and
(ii)	the confidential, anonymous submission by employees of Banro of concerns regarding questionable accounting or auditing matters; and

(b)review with the external auditor its assessment of the internal controls of Banro, its written reports containing recommendations for improvement, and Banro’s response and follow-up to any identified weaknesses;

9.with respect to risk management, be satisfied that Banro has implemented appropriate systems of internal control over financial reporting (and review senior management’s assessment thereof) to ensure compliance with any applicable legal and regulatory requirements;

10.review annually with management and the external auditor and report to the Board on insurable risks and insurance coverage; and

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11.engage independent counsel and other advisors as it determines necessary to carry out its duties and set and pay the compensation for any such advisors.

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EX-99.2

Exhibit 99.2

BANRO CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2006

The following management’s discussion and analysis (“MD&A”), which is dated as of March 30, 2007, provides a review of the activities, results of operations and financial condition of Banro Corporation (the “Company”) as at and for the financial year of the Company ended December 31, 2006 (“fiscal 2006”) in comparison with those as at and for the financial year of the Company ended December 31, 2005 (“fiscal 2005”), as well as future prospects of the Company.  This MD&A should be read in conjunction with the audited consolidated financial statements of the Company for fiscal 2006 and fiscal 2005.  As the Company’s financial statements are prepared in United States dollars, all dollar amounts in this MD&A are expressed in United States dollars unless otherwise specified.  Additional information relating to the Company, including the Company’s annual information form, is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Forward-Looking Statements

The following MD&A 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 mineral resources, exploration results, potential mineralization and future plans and objectives of the Company) 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, failure to establish estimated mineral resources, changes in world gold markets and equity markets, political developments in the Democratic Republic of the Congo (the “DRC”), changes to regulations affecting the Company’s activities, uncertainties relating to the availability and costs of financing needed in the future, the uncertainties involved in interpreting drilling results and other ecological data and the other risks involved in the gold exploration and development industry.  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.

General

The Company is engaged in the acquisition and exploration of gold properties.  The Company’s main exploration focus is in the South Kivu and Maniema Provinces of the DRC where the Company holds, through four wholly-owned DRC subsidiaries, a 100% interest in four gold projects, Twangiza, Namoya, Lugushwa and Kamituga.  As well, the Company’s wholly-owned DRC subsidiary, Banro Congo Mining SARL, recently acquired 14 exploration permits covering

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ground located between and contiguous to the Company’s Twangiza, Kamituga and Lugushwa projects, covering an area of 3,130 square kilometers.

During fiscal 2006 and up to the date of this MD&A, the Company continued its exploration activities at Twangiza, Namoya and Lugushwa.  Exploration activities at all three projects consisted of core drilling as well as gridding, soil, trenching and rock sampling and geological mapping.  No exploration was undertaken during fiscal 2006 at Kamituga.

The Company fell short of its exploration objective set for fiscal 2006 to increase its estimated mineral resources in the measured and indicated categories to a total of 6.0 million ounces of gold by the end of 2006.  This was due in part to below target drill metrage of a total of 36,000 metres at Twangiza, Namoya and Lugushwa compared to a budget of 50,000 metres.

In May 2006, the Company completed an equity financing involving the issuance of 3,925,000 common shares of the Company at a price of Cdn$12.80 per share for total gross proceeds of Cdn$50,240,000.  The underwriters who conducted the financing were RBC Capital Markets as lead manager, Raymond James Ltd. and MGI Securities Inc.  In addition, the Company granted to the underwriters an option, exercisable for a period of 30 days after the date of closing, to purchase up to 451,000 in additional common shares of the Company at a price of Cdn$12.80 per share. This option was exercised in full, resulting in the issuance of 451,000 common shares of the Company for total gross proceeds of Cdn$5,772,800.  The net proceeds from these transactions are being utilized to advance the Company’s DRC projects and for general corporate purposes.

Twangiza Project

In September 2006, the Company announced updated mineral resource estimates for the Twangiza project.  In November 2006, the Company announced preliminary metallurgical test results from Twangiza.  In January 2007, the Twangiza mineral resource estimates were further updated as follows (these represent the current mineral resource estimates for Twangiza):

	(Using a 1.0 g/t Au cut-off)
Mineral		Au
Resource Category	Tonnes	(g/t)	Ounces
Measured	9,926,000	2.99	955,000
Indicated	29,303,000	2.18	2,053,000
Measured & Indicated	39,229,000	2.39	3,008,000
Inferred*	43,104,000	1.90	2,633,000

Ounces and tonnes rounded to the nearest ‘000.

*Includes an Inferred Resource of 132,000 ounces of gold (985,000 tonnes grading 4.16 g/t Au) of “Valley Fill” oxide material from previous artisanal activity associated with the main Twangiza deposit.

During 2006, the ongoing core drilling program at Twangiza continued to intersect wide, multiple zones of gold mineralization in areas within the main Twangiza deposit.  In addition to the ongoing drilling program at the main Twangiza deposit, results from new boreholes drilled 1,400 metres to the north between the Kashegeshe and the Lukungurhi workings indicated good potential for the delineation of additional resources outside the main Twangiza deposit.  The

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Company also plans to commence exploration on the nearby major artisanal sites of Mufwa and Tshondo.

Additional information with respect to the Twangiza project, including the above mineral resource estimates and the exploration activities planned for 2007, is contained in the technical report of Michael B. Skead (the Company’s Vice President, Exploration and a “qualified person”, as such term is defined in National Instrument 43-101) dated March 6, 2007 and entitled “Fourth NI 43-101 Technical Report, Twangiza P roject, South Kivu Province, Democratic Republic of the Congo”.  A copy of this report can be obtained from SEDAR at www.sedar.com.

Namoya Project

In August 2006, the Company announced initial metallurgical test results from its Namoya project.  In September 2006, the Company announced updated mineral resource estimates for Namoya of 691,000 ounces of gold (7,386,000 tonnes grading 2.91 g/t Au) in the indicated mineral resource category and 583,000 ounces of gold (4,829,000 tonnes grading 3.76 g/t Au) in the inferred mineral resource category.

In February 2007, the Company announced further drilling results from another 52 core holes drilled at Namoya, which concluded the 10,826 metre drilling program for 2006 focused on upgrading the resource base and delineating the full strike extent of the main deposits of Mwendamboko, Kakula and Namoya Summit.  In addition, initial indications from preliminary, exploration core drilling carried out on the Muvirungu, Seketi and Filon B prospects are that further drilling is warranted.  This will be followed up on during 2007.

Additional information with respect to the Namoya project, including the above mineral resource estimates and the exploration activities planned for 2007, is contained in the technical report of Michael B. Skead dated March 30, 2007 and entitled “Third NI 43-101 Technical Report, Namoya Project, Maniema Province, Democratic Republic of the Congo”.  A copy of this report can be obtained from SEDAR at www.sedar.com.

Lugushwa Project

In February 2007, the Company announced further drilling results from an additional 39 core holes drilled at Lugushwa, which completed the 2006 core drilling program at Lugushwa of 54 holes totaling 8,332 metres.  In addition to the drilling program, ongoing exploration continues to assess the full extent of the main mineralized trend at Lugushwa.  Historical data indicates that there is potential to find further prospects along and to the northeast of the currently known prospects between Carriere A and Kimbangu.  A regional stream sediment sampling program is planned to test the extension of mineralization to the northeast.  In light of the new understanding on the controls of mineralization, all soil anomalies defined in the soil geochemical program during 2005 and 2006 will be re-evaluated.

Additional information with respect to the Lugushwa project, including the current mineral resource estimates and the exploration activities planned for 2007, is contained in the technical report of Michael B. Skead dated March 30, 2007 and entitled “Third NI 43-101 Technical Report, Lugushwa Project, South Kivu Province, Democratic Republic of the Congo”.  A copy of this report can be obtained from SEDAR at www.sedar.com.

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Kamituga Project

No exploration was undertaken during fiscal 2006 at the Company’s Kamituga project.  It is anticipated that exploration will commence at this project during the first half of 2007 consisting of gridding, geological mapping and soil, trench and adit sampling in the vicinity of the Little Mobale open pit.

Principal Exploration Objective for 2007

The Company’s principal exploration objective for 2007 is to complete pre-feasibility studies on Twangiza and Namoya and, subject to completing sufficient drilling, to undertake an initial scoping study at Lugushwa.  In addition, the Company intends to complete by mid-year an airborne magnetic and radiometric survey over all of Banro’s projects along the Twangiza- Namoya gold belt.

Qualified Person

Peter N. Cowley, F.I.M.M.M., the Company’s President and Chief Executive Officer and a “qualified person” as defined in National Instrument 43-101, has reviewed and approved the technical information in this MD&A.

Cautionary Note to U.S. Investors

The United States Securities and Exchange Commission (the “SEC”) permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  Certain terms are used in this MD&A, such as “measured”, “indicated”, and “inferred” “resources”, that the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in the Company’s Form 40-F Registration Statement, File No. 001-32399, which may be secured from the Company, or from the SEC’s website at http://www.sec.gov/edgar.shtml.

Selected Annual Information

As the Company is in the mineral exploration business and has not commenced mining operations, the Company has not generated any operating revenues to date.  There is also no expectation of revenues from the Company’s activities in the foreseeable future.  The following financial data, which has been prepared in accordance with Canadian generally accepted accounting principles, is derived from the Company’s consolidated financial statements for each of the three most recently completed financial years.

	2006		2005		2004
Net loss	$	3,058,375	$	4,501,342	$	4,649,380
Net loss per share	$	0.08	$	0.16	$	0.18
Deferred exploration expenditures	$	34,132,109	$	12,162,137	$	2,697,131
Total assets	$	90,398,386	$	38,112,946	$	12,733,601

The Company’s loss for fiscal 2006 decreased by 32% compared to fiscal 2005.  This loss during fiscal 2006 was significantly impacted by: (a) increased interest income ($1,987,420 during fiscal 2006 compared to $336,642 during fiscal 2005); (b) increased stock-based

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compensation issued to employees and directors of the Company ($1,167,062 during fiscal 2006 compared to $873,048 during fiscal 2005); and (c) a foreign exchange loss of $597,605 (compared to a foreign exchange gain of $691,207 incurred during fiscal 2005).  In addition, during fiscal 2006 the Company’s gain on dilution of interest in its investment in BRC Diamond Corporation (“BRC”) increased to $1,514,962 compared to $630,084 recorded during fiscal 2005.  As at December 31, 2006, the Company held 30.14% of the outstanding shares of BRC (which is a diamond exploration company active in the DRC) with a quoted market value of approximately $12,304,847 as at December 31, 2006.  The shares of BRC trade on the TSX Venture Exchange.

During fiscal 2005, the Company’s loss slightly decreased by 3.18% compared to fiscal 2004.  However, due to increased activities during fiscal 2005, all operating expenses other than employee stock compensation expense and bad debt expense, increased from fiscal 2004 to fiscal 2005.  In addition, operating expenses in fiscal 2005 were offset by higher foreign exchange gain recorded during fiscal 2005 as well as by a larger gain on dilution of interest in the Company’s investment in BRC.

Results of Operations

The Company’s operations in fiscal 2006 ended with a net loss of $3,058,375, or $0.08 per share, compared to a net loss of $4,501,342, or $0.16 per share, incurred in fiscal 2005.  During fiscal 2006, significant changes in operating expenses occurred in the expense categories described below as compared to fiscal 2005:

Professional fees

Professional fees, which were mainly legal, audit and accounting fees, increased by 24% to $686,376 in fiscal 2006 from $551,472 in fiscal 2005, as a result of the general increase in the Company’s activities and efforts to comply with increased securities regulatory requirements, as well as work related to the filing of a prospectus with the securities regulatory authorities in Canada.

Consulting fees

Consulting fees decreased to $245,435 in fiscal 2006 from $760,655 in fiscal 2005.  This decrease in consulting fees was mainly the result of the recognition as an expense of stock-based compensation issued to consultants of $712,917 during fiscal 2005 compared to $nil for fiscal 2006.

Office and sundry

Office and sundry expenses, which did not significantly vary during fiscal 2006 compared to fiscal 2005, included items such as rent, filing fees, insurance and communication costs.  The slight decrease of 4% or $33,083 from $820,830 in fiscal 2005 to $787,747 in fiscal 2006 was mainly the combined result of a 47% decrease in stock exchange filing fees (these fees were higher in 2005 as a result of the initial listing fees that were paid to list the Company’s shares on the Toronto Stock Exchange and the American Stock Exchange during 2005) and a 40% increase in insurance cost (which was related to an increase in the coverage under the Company’s directors’ and officers’ liability insurance policy from Cdn$3 million to Cdn$10 million).

Employee stock-based compensation

The fair value of employee stock-based compensation accrued during fiscal 2006 increased by approximately 34% to $1,167,062 from $873,048 accrued during fiscal 2005, due to new stock option grants during fiscal 2006.

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Travel

Travel expenses decreased by 14% from $526,818 in fiscal 2005 to $451,291 in fiscal 2006 reflecting fewer visits to the Company’s projects in the DRC, as well as lower corporate travel costs in relation to the Company’s shareholder relations and business promotional activities during fiscal 2006 as compared to fiscal 2005.

Foreign exchange gain/loss

The Company recorded a foreign exchange loss of $597,606 in fiscal 2006, compared to a foreign exchange gain of $691,207 in fiscal 2005, due to fluctuations in the value of the United States dollar relative to the Canadian dollar.

Interest income

The Company’s idle cash is invested in US$ and Cdn$ commercial papers and discount notes. During fiscal 2006, these short term investments generated interest revenue of $1,987,420 compared to $336,642 generated in fiscal 2005. The increase in interest revenue is due to additional short term investments made during the second quarter of 2006 following the equity financing completed by the Company.

Summary of Quarterly Results

The following table sets out certain unaudited consolidated financial information of the Company for each of the quarters of fiscal 2006 and fiscal 2005.  This financial information has been prepared in accordance with Canadian generally accepted accounting principles.

	2006
	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
Net (loss) income	$	(2,449,007	)	$	(278,842	)	$	(757,158	)	$	426,632
Net (loss) earnings per share	$	(0.06	)	$	(0.01	)	$	(0.02	)	$	0.01

	2005
	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
Net loss	$	(1,091,180	)	$	(779,759	)	$	(1,432,062	)	$	(1,198,341	)
Net loss per share	$	(0.04	)	$	(0.02	)	$	(0.06	)	$	(0.04	)

The increase in the net loss recorded in the fourth quarter of 2006 as compared to the third quarter of 2006 was most significantly impacted by the recording during the fourth quarter of 2006 of stock-based compensation expense of $664,773, as well by foreign exchange loss which increased significantly from the foreign exchange gain recorded during the third quarter of 2006.  In addition, the Company recorded during the fourth quarter of 2006 a significant increase in salary expense due to the year end bonuses paid to employees.

The net loss incurred during the third quarter of 2006 decreased significantly, compared to the net loss incurred during the second quarter of 2006, due mainly to a general decrease in expenses including stock option compensation expense, consulting fees and shareholder relations and promotions.  During the second quarter of 2006, the Company incurred a net loss of $757,158 compared to a net income of $426,632 reported for the first quarter of 2006.  The Company’s results in the first quarter of 2006 were impacted by the recognition of a gain on dilution of equity interest in BRC of $1,487,760.  During the second quarter of 2006, the Company’s results were impacted by a foreign exchange gain of $359,741, increased interest

6

income as compared to the first quarter of 2006, and a United Kingdom national insurance contributions liability relating to stock option exercises by employees in the United Kingdom.  The increase in the net loss recorded in the fourth quarter of 2005 as compared to the third quarter of 2005 was most significantly impacted by increased salary expense due to the year-end bonuses paid to employees, as well by a foreign exchange gain which decreased significantly from the foreign exchange gain recorded during the third quarter of 2005.  In addition, the Company recorded during the fourth quarter of 2005 a significant gain on dilution of its equity investment in BRC.  The net loss incurred during the third quarter of 2005 decreased significantly, compared to the net loss incurred during the second quarter of 2005, due mainly to a foreign exchange gain of $664,256 resulting from fluctuations in the value of the United States dollar relative to the Canadian dollar.  The Company’s net loss for the second quarter of 2005 increased by $233,721 as compared to the net loss recorded for the first quarter of 2005, mainly due to an increase in expenses related to shareholder relations and promotion.

Liquidity and Capital Resources

As at December 31, 2006, the Company had cash and short term investments of $52,261,021 compared to cash and short term investments of $23,441,540 as at December 31, 2005.  The Company significantly improved its liquidity position during the second quarter of 2006 as a result of the completion of equity financings which involved the issuance of a total of 4,376,000 common shares of the Company at a price of Cdn$12.80 per share for total gross proceeds of Cdn$56,012,800.  The Company received an additional $3,823,079 during fiscal 2006 from the exercise of 1,512,949 stock options under the Company’s stock option plan.

During fiscal 2006, the Company spent $19,786,006 in exploration expenditures and $529,722 on capital assets to carry on its DRC projects (compared to $8,690,090 in exploration expenditures and $819,935 on capital assets spent during fiscal 2005).  During fiscal 2006, the Company’s exploration activities at Twangiza, Lugushwa and Namoya consisted of drilling, gridding, soil, trenching and rock sampling with geological mapping.

The Company has a proposed exploration and general and administrative budget for 2007 of approximately $30.2 million in the aggregate, allocated as follows:

	($ 000’s)
Twangiza project	13,227
Namoya project	5,544
Lugushwa project	5,221
Kamituga project	2,138
Banro Congo Mining SARL	160
Administration and office support	3,978
Total	30,268

The actual expenditures incurred during 2007 at each project will be dependent on the exploration results achieved during 2007.

The Company’s current cash position is considered sufficient for planned exploration expenditures on the Company’s gold properties and for general and administrative expenses until at least mid-2008.

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In February and March 2007, the Company received an additional Cdn$4,816,125 from the exercise of 1,169,500 stock options under the Company’s stock option plan.

Contractual Obligations

Currently, the Company has no significant long term contractual obligations and no long term debt, other than as described in the following table:

	Payments due by period
Contractual Obligations	Total		Less than one year		One to three years		Four to five years		After five years
Operating leases	$	344,652	$	93,996	$	187,992	$	62,664	—

Critical Accounting Estimates

Critical accounting estimates used in the preparation of the Company’s financial statements include estimates used in the calculation of the fair value of stock-based compensation.  The Company used the Black-Scholes option pricing model to determine the fair value of stock options granted during the year.  This model requires the Company to make reasonable assumptions in order to derive parameters such as expected volatility of the Company’s shares, the expected life of the option and interest rates, all of which are based on historical information.  Future behaviors of these parameters are beyond the Company’s control, and thus, may be significantly different from the Company’s estimates.

The values of all stock options granted during fiscal 2006 were estimated, using the Black-Scholes option-pricing model, based on the following factors:

·        risk-free interest rate: 3.83% to 4.08% (2005 – 2.99% to 3.28%);

·        expected volatility: 42.91% to 50.92% (2005 – 32.16% to 43.21%);

·        expected life: 3 to 5 years (2005 – 3 to 5 years);

·        expected dividends: $Nil (2005 - $Nil).

Outstanding Share Data

The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series.  As at March 30, 2007, the Company had outstanding 39,770,137 common shares and stock options to purchase an aggregate of 3,629,551 common shares.

Related Party Transactions

During fiscal 2006, directors fees of $30,000 (2005 - $23,848) were paid to non-executive directors of the Company.  During fiscal 2006, legal fees of $608,238 (2005 - $392,655), incurred in connection with general corporate matters as well as the Company’s financings, were paid to a law firm of which one partner is a director of the Company and another partner is an officer of the Company. As at December 31, 2006, $20,054 (2005 - $22,372) owing to this legal firm was included in accounts payable.

During fiscal 2006, the Company received from BRC repayment of $387,310 previously advanced by the Company for working capital purposes. This amount was outstanding at December 31, 2005.  As at December 31, 2006, $nil was due from BRC.

These related party transactions occurred in the normal course of operations and were measured at the exchange value.

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Risks and Uncertainties

The Company is subject to a number of risks and uncertainties that could significantly impact its operations and future prospects.  The following discussion pertains to certain principal risks and uncertainties but is not, by its nature, all inclusive.

The Company’s operations in the DRC are exposed to various levels of political risk and uncertainties, including political and economic instability, government regulations relating to exploration and mining, military repression and civil disorder, all or any of which may have a material adverse impact on the Company’s activities or may result in impairment or loss of part or all of the Company’s assets.  In recent years, the DRC has experienced two wars and significant political unrest.  Operating in the DRC may make it more difficult for the Company to obtain any required financing because of the perceived investment risk.

The only sources of future funds for further exploration programs, or if such exploration programs are successful, for the development of economic ore bodies and the placing of them into commercial production, which are presently available to the Company are the sale of equity capital, or the offering by the Company of an interest in its properties to be earned by another party carrying out further exploration or development.  There is no assurance that such sources of financing will be available on acceptable terms, if at all.  In the event that commercial quantities of gold are found on the Company’s properties, the Company does not have the financial resources at this time to bring a mine into production.

All of the Company’s properties are in the exploration stage only and none of the properties contain a known body of commercial ore.  The Company currently operates at a loss and does not generate any revenue from operations.  The exploration and development of mineral deposits involve significant financial risks over a significant period of time which even a combination of careful evaluation, experience and knowledge may not eliminate.  Few properties which are explored are ultimately developed into producing mines.  Major expenditures may be required to establish reserves by drilling and to construct mining and processing facilities at a site.  It is impossible to ensure that the Company’s exploration programs will result in a profitable commercial mining operation.

There is a degree of uncertainty to the calculation of mineral resources.  Until mineral resources are actually mined and processed, the quantity and grade of mineral resources must be considered as estimates only.  In addition, the quantity and grade of mineral resources may vary depending on, among other things, metal prices.  Any material change in quantity or grade of mineral resources may affect the economic viability of the deposit.  In addition, there can be no assurance that gold recoveries or other metal recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

The Company’s exploration and, if such exploration is successful, development of its properties is subject to all of the hazards and risks normally incident to gold exploration and development, any of which could result in damage to life or property, environmental damage and possible legal liability for any or all damage.

The price of gold has fluctuated widely.  The future direction of the price of gold will depend on numerous factors beyond the Company’s control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods.  The effect of these

9

factors on the price of gold, and therefore on the economic viability of the Company’s properties, cannot accurately be predicted.  As the Company is only at the exploration stage, it is not yet possible for the Company to adopt specific strategies for controlling the impact of fluctuations in the price of gold.

The Company uses the United States dollar as its functional currency.  Fluctuations in the value of the United States dollar relative to the Canadian dollar could have a material impact on the Company’s consolidated financial statements by creating gains or losses.  During fiscal 2006 and fiscal 2005, the Company recorded a foreign exchange loss of $597,606 and a foreign exchange gain of $691,207, respectively, due to the variation in the value of the United States dollar relative to the Canadian dollar.  No currency hedge policies are in place or are presently contemplated.

Reference is made to the Company’s annual information form dated March 30, 2007 for additional risk factor disclosure (a copy of such document can be obtained from SEDAR at www.sedar.com).

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Company’s Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure.  As at December 31, 2006, management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as required by Canadian securities laws.  Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of December 31, 2006, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s annual filings and interim filings (as such terms are defined under Multilateral Instrument 52-109— Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators) and other reports filed or submitted under Canadian securities laws is recorded, processed, summarized and reported within the time periods specified by those laws and that material information is accumulated and communicated to management of the Company, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

Internal controls have been designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements together with the other financial information for external purposes in accordance with Canadian GAAP. The Company’s Chief Executive Officer and Chief Financial Officer have designed or caused to be designed under their supervision internal controls over financial reporting related to the Company, including its consolidated subsidiaries.

The Company’s Chief Executive Officer and Chief Financial Officer are required to cause the Company to disclose herein any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. No changes were identified in the Company’s internal control over financial reporting

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during the quarter ended December 31, 2006, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

It should be noted that a control system, including the Company’s disclosure and internal controls and procedures, no matter how well conceived can provide only reasonable, but not absolute, assurance that the objective of the control system will be met and it should not be expected that the disclosure and internal controls and procedures will prevent all errors or fraud.

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EX-99.3

Exhibit 99.3

Banro Corporation

Consolidated Financial Statements

For the years ended December 31, 2006 and 2005

(Expressed in U.S. dollars)

Banro Corporation

Consolidated Financial Statements

For the years ended

December 31, 2006 and 2005

(Expressed in U.S. dollars)

	Contents
Auditors’ Report	2
Consolidated Financial Statements
	3
Balance Sheets
	4
Statements of Operations and Deficit
	5
Statements of Cash Flows
Summary of Significant Accounting Policies	6-8
Notes to Financial Statements	9-26

BDO Dunwoody LLP
Chartered Accountants
And Consultants Royal Bank Plaza
P.O. Box 32
Toronto Ontario Canada
M5J 2J8
Telephone: (416) 865-0200
Telefax: (416) 865-0887

Auditors’ Report

To the Shareholders of
Banro Corporation

We have audited the consolidated balance sheets of Banro Corporation as at December 31, 2006 and 2005 and the consolidated statements of operations and deficit, and cash flows for each of the years in the three year period ended December 31, 2006.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).   Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2006 and 2005 and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2006 in accordance with Canadian generally accepted accounting principles.

/s/ BDO Dunwoody LLP

Chartered Accountants
Toronto, Ontario
March 11, 2007

2

Banro Corporation

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	December 31, 2006			December 31, 2005
Assets
Current
Cash	$	5,962,993		$	1,651,937
Short term investments (Note 2)	46,298,028			21,789,603
Accounts receivable and prepaid expenses	279,449			130,496
	52,540,470			23,572,036
Investments (Note 3)	2,516,178			1,246,203
Property, plant and equipment (Note 4)	1,209,629			1,132,570
Deferred exploration expenditures (Note 5)	34,132,109			12,162,137
	$	90,398,386		$	38,112,946
Liabilities and Shareholders’ Equity
Current
Accounts payable	$	2,858,957		$	1,421,571
Shareholders’ equity
Share capital (Note 6)	130,181,820			77,725,794
Contributed surplus (Note 6(e))	6,873,851			5,407,283
Cumulative translation adjustment (Note 3(b))	7,284			23,449
Deficit	(49,523,526		)	(46,465,151		)
	87,539,429			36,691,375
	$	90,398,386		$	38,112,946

On behalf of the Board

/s/ Peter N. Cowley	Director
Peter N. Cowley
/s/ Arnold T. Kondrat	Director
Arnold T. Kondrat

The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.

3

Banro Corporation

 Consolidated Statements of Operations and Deficit

(Expressed in U.S. dollars)

For the years ended December 31	2006			2005			2004
Expenses
Professional fees	$	686,376		$	551,472		$	305,904
Consulting fees	245,435			760,655			96,004
Office and sundry	787,747			820,830			439,344
Salary	1,306,412			1,374,511			561,784
Employee stock based compensation	1,167,062			873,048			2,195,231
Travel	451,291			526,818			362,553
Shareholder relations and promotion	833,212			839,150			174,446
Directors fees	30,000			23,848			—
Interest and bank charges	17,377			13,330			6,868
Amortization	21,520			37,777			47,384
Bad debt expenses	—			—			203,572
Foreign exchange loss (gain)	597,605			(691,207		)	(330,449		)
	(6,144,037		)	(5,130,232		)	(4,062,641		)
Interest income	1,987,420			336,642			122,209
Loss from operations	(4,156,617		)	(4,793,590		)	(3,940,432		)
Share of equity loss of BRC Diamond and Loncor	(416,720		)	(337,836		)	(505,153		)
Gain (loss) on dilution of interest in BRC Diamond	1,514,962			630,084			(2,232		)
Write down of investment	—			—			(225,901		)
Recovery of legal fees from lawsuit	—			—			24,338
Net loss for the year	(3,058,375		)	(4,501,342		)	(4,649,380		)
Deficit, beginning of year	(46,465,151		)	(41,963,809		)	(37,314,429		)
Deficit, end of year	$	(49,523,526	)	$	(46,465,151	)	$	(41,963,809	)
Loss per share (Note 6(d))	$	(0.08	)	$	(0.16	)	$	(0.18	)

The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.

4

Banro Corporation

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

For the years ended December 31	2006			2005			2004
Cash provided by (used in)
Operating activities
Net loss for the period	$	(3,058,375	)	$	(4,501,342	)	$	(4,649,380	)
Adjustments to reconcile loss to net cash provided by operating activities
Unrealized foreign exchange loss (gain)	644,293			(1,488,349		)	(380,850		)
Share of equity loss	416,720			337,836			505,153
(Gain) loss on dilution of interest	(1,514,962		)	(630,084		)	2,232
Value of options issued (Note 6(c))	1,167,062			1,585,965			2,195,231
Amortization	21,520			37,777			47,384
Bad debts	—			—			203,572
Write down of investment	—			—			225,901
Accrued interest	(558,576		)	(191,603		)	—
Changes in non-cash working capital
Accounts receivable and prepaid expenses	(148,953		)	(105,967		)	(8,593		)
Accounts payable	1,437,386			1,209,355			157,413
	(1,593,885		)	(3,746,412		)	(1,701,937		)
Investing activities
Acquisition of property, plant and equipment	(529,722		)	(819,935		)	(573,154		)
Short term investments	(23,949,849		)	(21,598,000		)	—
Investment and advances to BRC Diamond	387,310			—			—
Investment and advances to Loncor	(55,000		)	—			—
Due from related parties and note receivable	—			(362,291		)	63,344
Deferred exploration expenditures (Note 5)	(19,806,006		)	(8,690,090		)	(1,921,718		)
	(43,953,267		)	(31,470,316		)	(2,431,528		)
Financing activities
Common shares issued for cash	50,757,431			26,338,750			11,868,860
Effect of foreign exchange on cash held in foreign currency	(899,223		)	1,472,718			382,872
Net increase (decrease) in cash during the year	4,311,056			(7,405,260		)	8,118,267
Cash, beginning of year	1,651,937			9,057,197			938,930
Cash, end of year	$	5,962,993		$	1,651,937		$	9,057,197

The accompanying summary of significant accounting policies and notes are an integral part of these financial statements.

5

Banro Corporation

Summary of Significant Accounting Policies

(Expressed in U.S. dollars)

December 31, 2006, 2005 and 2004
Nature of Business	Banro Corporation’s (the “Company”) business focus is the exploration of mineral properties in the Democratic Republic of the Congo (the “Congo”). The Company was continued under the Canada Business Corporations Act on April 2, 2004. The Company was previously governed by the Ontario Business Corporations Act.
Principles of Consolidation	These consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary in Canada, Delrand Explorations Inc., its wholly-owned subsidiary in the United States, Banro American Resources Inc., and its wholly-owned subsidiaries in the Congo, Banro Congo Mining SARL, Kamituga Mining SARL, Lugushwa Mining SARL, Namoya Mining SARL and Twangiza Mining SARL. All inter-company transactions and balances have been eliminated on consolidation.
Investments	Investments in companies subject to significant influence are accounted for using the equity method. Other long-term investments are accounted for using the cost method.
Property, Plant and Equipment	Property, plant and equipment is recorded at cost less accumulated amortization. Amortization is recorded as follows:
	Furniture and fixtures	- 20% declining balance basis
	Office equipment	- Straight line over four years
	Vehicles	- Straight line over four years
	Communication equipment	- Straight line over four years
	Field camps	- Straight line over four years
	Surveying equipment	- Straight line over four years
	Geochemistry	- Straight line over four years
	Field equipment	- Straight line over four years
	Leasehold improvements	- Straight line over five years
Asset Impairment	The Company monitors events and changes in circumstances which may require an assessment of the recoverability of its long lived assets. If required, the Company would assess recoverability using estimated undiscounted future operating cash flows. If the carrying amount of an asset is not recoverable, an impairment loss is recognized in operations, measured by comparing the carrying amount of the asset to its fair value.

6

December 31, 2006, 2005 and 2004
Foreign Currency Translation	These consolidated financial statements are expressed in the functional currency of the Company, United States dollars. The Company’s foreign operations are all considered integrated operations and are translated as follows: monetary assets and liabilities are translated at the spot rates of exchange in effect at the end of the year; non-monetary items are translated at historical exchange rates in effect on the dates of the transactions. Revenues and expense items are translated at average rates of exchange in effect during the year, except for amortization which is translated at its corresponding historical rate. Realized exchange gains and losses are included in the consolidated statements of operations and deficit.
Deferred Exploration
Expenditures	Exploration costs relating to mineral properties and rights are deferred and carried as an asset until the results of the projects are known. As the Company currently has no operational income, any incidental revenues earned in connection with these properties or related exploration activities are applied as a reduction to capitalized exploration costs. If a property is determined to be non-commercial, non- productive or its value is impaired, those costs in excess of estimated recoveries are written off to operations.
Stock Options	The Company has a stock option plan, which is described in Note 6(c). The Company uses the fair value method of accounting for stock options granted to directors, officers and employees whereby the fair value of options granted is recorded as a compensation expense in the financial statements. Compensation expense on stock options granted to non-employees is recorded as an expense in the period at the earlier of the completion of performance and the date the options are vested using the fair value method. Any consideration paid by directors, officers, employees and consultants on exercise of stock options or purchases of shares is credited to share capital.
Asset Retirement Obligations	Effective January 1, 2004, the Company adopted the CICA Handbook Section 3110 “Asset Retirement Obligations”, which established standards for asset retirement obligations and the associated retirement costs related to reclamation and abandonment. The fair value of the liability of an asset retirement obligation is recorded when it is incurred and the corresponding increase to the asset is depreciated over the life of the asset. The liability is increased over time to reflect an accretion element considered in the initial measurement at fair value.

7

December 31, 2006, 2005 and 2004
Financial Instruments	Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of its financial instruments approximate their carrying values, unless otherwise noted. At December 31, 2006, the Company held the equivalent of $19,678,711 (December 31, 2005 - $9,408,409) in Canadian dollar cash and short term investments.
Income Taxes	The asset and liability method is used to determine income taxes. Pursuant to this method, future tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying values and tax bases of assets and liabilities. Future tax assets and liabilities are measured using substantially enacted tax rates expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the substantive enactment date. Net future income tax assets are offset by valuation allowances to the extent that they are not more likely not to be realized.
Use of Estimates	These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Variable Interest Entities	Effective January 1, 2005, the Company adopted the new accounting standard issued by the Canadian Institute of Chartered Accountants (“CICA”) to account for variable interest entities (“VIE’s”). This new standard recognizes that a controlling financial interest in an entity may exist through arrangements that do not involve a voting interest. Such entities are considered to be variable interest entities and can arise from a variety of legal structures. Implementation of this standard has had no impact on the Company’s financial position or results of operations.

8

Banro Corporation

Notes to Consolidated Financial Statements

(Expressed in U.S. dollars)

December 31, 2006, 2005 and 2004

1.Interest in Congolese Subsidiaries

The Company operates primarily in one operating segment and its assets located in the Congo, including its interests in gold properties, may be subject to sovereign risks, including political and economic instability, government regulations relating to mining, military repression, civil disorder, currency fluctuations and inflation, all or any of which may impede the Company’s activities in this country or may result in the impairment or loss of part or all of the Company’s interest in the properties.

2.Short Term Investments

The Company has invested in US$ commercial paper and discount notes with interest rates varying from 4.83% to 5.05% and maturities up to March 7, 2007 with a market value of $27,724,718 and Cdn$ discount notes and bankers acceptance with interest rates varying from 3.78% to 4.0%  maturities up to February 28, 2007 and a market value of $18,573,310 (Cdn$ 21,653,861).

3.Investments

(a)Investment in Nevada Bob’s International Inc.

The investment in Nevada Bob’s International Inc. (“NBI”), a licensor of certain golf equipment and apparel trademarks, represents 4.67% of the outstanding common shares of NBI and is accounted for under the cost method, as management does not have the ability to exercise significant influence over NBI.  This investment will continue to be carried at cost of $150,601 (2005- $150,601) and will be written down only when there has been a loss in value which is other than temporary. The quoted market value of the shares on December 31, 2006 was $0.14 per share or $131,776 in the aggregate (December 31, 2005 - $75,300).

(b)Investment in BRC Diamond Corporation

The Company owns 3,744,032 common shares, representing a 30.14% (December 31, 2005 — 35.78%) equity interest, in BRC Diamond Corporation (“BRC”) with a quoted market value of approximately $12,304,847 at December 31, 2006 (December 31, 2005 - $9,657,864). The assets and liabilities of BRC are translated in US $ at the year end rate of exchange for the purpose of incorporation in the Company’s consolidated financial statements, using the equity method. Accumulated exchange gains and losses arising from such translation are reported in the consolidated balance sheets under Cumulative translation adjustment as a separate component of shareholders’ equity.The principal business of BRC is the acquisition and exploration of mineral properties.

In April 2005, BRC issued, by way of private placement, 1,000,000 of its common shares at a price of Cdn$2.50 per share for gross proceeds of Cdn$2,500,000. The Company did not participate in this financing and therefore its equity interest in BRC was reduced to 35.78%. This reduction in equity interest resulted in a dilution gain of $630,084.

In March 2006, BRC issued, by way of private placement, 1,900,000 of its common shares at a price of Cdn$3.50 per share for gross proceeds of Cdn$6,650,000. In April 2006, BRC issued 60,000 common shares, on the exercise of broker warrants, at a price of Cdn$ 2.50 for gross proceeds of Cdn$150,000. The Company did not participate in these financings and therefore its equity interest in BRC was reduced to 30.14%. This reduction in equity interest resulted in a dilution gain of $1,514,962.

9

December 31, 2006, 2005 and 2004

The Company’s investment in BRC is summarized as follows:

	December 31, 2006			December 31, 2005
Equity investment, beginning of period	$	708,292		$	202,431
Share of loss	(387,425		)	(337,836		)
Gain on dilution of interest	1,514,962			630,084
Share of contributed surplus	179,759			190,164
Cumulative translation adjustment	7,284			23,449
Equity investment, end of period	2,022,872			708,292
Amount due from BRC	—			387,310
	$	2,022,872		$	1,095,602

BRC’s summarized consolidated balance sheet and income statement for the years ended December 31, 2006 and December 31, 2005, converted to US $ at the year end rate of exchange, are as follows:

	December 31, 2006			December 31, 2005
Assets
Current assets	$	329,988		$	159,213
Investment	78,939			79,096
Mineral properties	6,401,050			2,366,550
Property, plant and equipment	138,695			185,829
	6,948,672			2,790,688
Liabilities	(237,082		)	(811,116		)
Net Equity	$	6,711,590		$	1,979,572

	December 31,  2006			December 31, 2005			December 31, 2004
Income Statement
Interest income	$	336		$	263		$	7
Expenses	(887,642		)	(899,996		)	(309,511		)
Write-off of investment	—			—			(890,863		)
Write-off of mineral claims	(355,531		)	(25,465		)	(4,654		)
Net Loss	$	(1,242,837	)	$	(925,198	)	$	(1,205,021	)

10

December 31, 2006, 2005 and 2004

(c)Investment in Loncor Resources Inc.

On March 30, 2006, the Board of Directors of the Company approved the issue of common shares of the wholly owned subsidiary, Loncor Resources Inc. (“Loncor”) to an officer and director of the Company for cash consideration of Cdn$271,570. This resulted in the Company’s equity interest in Loncor being reduced from 100% to 48.76% and the Company no longer controlling this entity. However, the Company continues to exercise significant influence over Loncor’s operations; therefore, the Company changed the method of accounting for its investment in Loncor from the consolidation method to the equity method. The principal business of Loncor is the acquisition and exploration of mineral properties.  As at December 31, 2006, the carrying book value of the Company’s investment in Loncor amounted to $342,705.

The Company's investment in Loncor is summarized as follows:

	December 31, 2006			December 31, 2005
Equity investment, beginning of period	$	215,000		$	215,000
Share of loss	(29,295		)	—
Equity investment, end of period	185,705			215,000
Amount due from Loncor	157,000			102,000
	$	342,705		$	317,000

Loncor’s summarized consolidated balance sheet and income statement for the years ended December 31, 2006 and December 31, 2005, are as follows:

	December 31, 2006			December 31, 2005
Assets
Current assets	$	77,613		$	12,057
Mineral properties	635,422			331,977
Property, plant and equipment	8,500			17,500
	721,535			361,534
Liabilities	(330,086		)	(146,684		)
Net Equity	$	391,449		$	214,850

	December 31, 2006			December 31, 2005
Income Statement
Interest income	$	18		$	—
Expenses	(363,528		)	(120,038		)
Charges capitalized to Mineral properties	303,447			120,038
Net Loss	$	(60,063	)	$	—

11

December 31, 2006, 2005 and 2004

4.Property, Plant and Equipment

December 31, 2006	Cost		Accumulated Amortization		Net Book Value
Furniture and fixtures	$	167,656	$	26,620	$	141,036
Office equipment	370,599		236,943		133,656
Vehicles	772,716		331,477		441,239
Communication equipment	59,417		21,902		37,515
Field camps	431,291		162,390		268,901
Surveying equipment	90,057		33,149		56,908
Geochemistry	132,527		50,647		81,880
Field equipment	18,059		6,342		11,717
Leasehold improvement	152,470		115,693		36,777
	$	2,194,792	$	985,163	$	1,209,629

December 31, 2005	Cost		Accumulated Amortization		Net Book Value
Furniture and fixtures	$	31,489	$	17,152	$	14,337
Office equipment	341,984		164,354		177,630
Vehicles	607,586		141,986		465,600
Communication equipment	32,347		11,842		20,505
Field camps	350,182		65,456		284,726
Surveying equipment	76,736		12,300		64,436
Geochemistry	105,167		22,338		82,829
Field equipment	13,993		1,827		12,166
Leasehold improvement	119,115		108,774		10,341
	$	1,678,599	$	546,029	$	1,132,570

12

December 31, 2006, 2005 and 2004

5.Deferred Exploration Expenditures

Deferred Exploration

	Year ended December 31, 2006			Year ended December 31, 2005		Cumulative from inception in April 1994 to December 31, 2006
Exploration cost	$	19,786,006		$	8,690,090	$	46,873,985
Stock option compensation expense	2,076,385			529,614		2,986,211
Amortization of plant and equipment	419,708			245,302		772,971
Deconsolidation of Loncor	(332,127		)	—		(332,127		)
Net expenditure	21,949,972			9,465,006		50,301,040
Effect of exchange rate change	—			—		2,511
	21,949,972			9,465,006		50,303,551
Write-off	—			—		(16,191,442		)
	$	21,949,972		$	9,465,006	$	34,112,109

Mineral rights

	Year ended  December 31, 2006		Year ended  December 31, 2005		Cumulative from inception in April 1994 to December 31, 2006
Mineral rights	$	20,000	$	—	$	9,701,194
Write-off	—		—		(9,681,194		)
	$	20,000	$	—	$	20,000

Mineral rights and deferred exploration expenditures, capitalized prior to fiscal year 2000, were written off in 2000.

13

December 31, 2006, 2005 and 2004

6.Share Capital

(a)Authorized Share Capital

Unlimited number of common shares

Unlimited number of preference shares, issuable in series

(b)Issued Share Capital - Common Shares

	Number of Shares	Amount
December 31, 2003	20,855,688	$	39,469,888
Exercise of stock options	1,010,000	286,024
Exercise of warrants	700,000	286,048
Issued during the year	4,000,000	11,037,168
December 31, 2004	26,565,688	51,079,128
Exercise of stock options	406,000	246,467
Exercise of warrants	240,000	1,048,939
Issued during the year (i), (ii)	5,500,000	25,351,260
December 31, 2005	32,711,688	77,725,794
Exercise of stock options	1,512,949	5,521,674
Issued during the year (iii)	4,376,000	46,934,352
December 31, 2006	38,600,637	$	130,181,820

(i)On July 29, 2005, the Company completed a private placement of 3,500,000 common shares of the Company at a price of Cdn$5.25 per share for gross proceeds of Cdn$18,375,000 (US$ 14,989,000). RBC Capital Markets acted as the Company’s agent in connection with the financing.

(ii)In October 2005, the Company completed a non-brokered private placement of 2,000,000 common shares of the Company at a price of Cdn$6.50 per share for gross proceeds of Cdn$13,000,000 (US$10,982,500). The purchasers of the shares were an investment fund managed by Actis Capital LLP and an investment fund co-managed by Actis Capital LLP and Cordiant Capital Inc.

(iii)On May 4, 2006, the Company completed a financing involving the issuance of 3,925,000 common shares of the Company at a price of Cdn$12.80 per share for total gross proceeds of Cdn$50,240,000.  The underwriters who conducted the financing were RBC Capital Markets as lead manager, Raymond James Ltd. and MGI Securities Inc.  In addition, the Company granted to the underwriters an option, exercisable for a period of 30 days after the date of closing, to purchase up to 451,000 in additional common shares of the Company at a price of Cdn$12.80 per share. This option was exercised in full, resulting in the issuance of 451,000 common shares of the Company on May 15, 2006.

14

December 31, 2006, 2005 and 2004

(c)Stock Options

The Company has an incentive Stock Option Plan under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or service providers of the Company or any of its subsidiaries.

Under this Stock Option Plan, for options granted prior to January 16, 2006, the options vest 25% immediately at grant date and 25% on each of the three consecutive six-month periods subsequent to the issuance. For options granted after January 16, 2006, 75% vest on the 12 month anniversary of their grant date and the remaining 25% of the options vest on the 18 month anniversary of their grant date.  As at December 31, 2006, the Company had 4,811,051 stock options outstanding to acquire common shares at a weighted-average price of Cdn$8.36 per share, expiring at various dates between February 2008 and December 2011.

The following table summarizes information about stock options during the period:

	Number of Options		Weighted average  exercise price Cdn $
Outstanding at December 31, 2003	2,163,000		1.03
Exercised	(1,010,000	)	(0.37	)
Granted	2,560,000		3.61
Outstanding at December 31, 2004	3,713,000		2.99
Exercised or cancelled	(456,000	)	(1.62	)
Granted	1,040,000		5.12
Outstanding at December 31, 2005	4,297,000		3.70
Exercised or cancelled	(1,602,949	)	(3.16	)
Granted	2,117,000		13.90
Outstanding at December 31, 2006	4,811,051		8.36

15

December 31, 2006, 2005 and 2004

The following table summarizes information about stock options outstanding and exercisable at December 31, 2006:

	Options outstanding and exercisable
Date of grant	Number outstanding at 12/31/06	Options Exercisable at 12/31/06	Exercise price Cdn$	Expiry date
10/16/03	27,500	27,500	2.00	10/16/08
01/21/04	600,000	600,000	3.00	01/21/09
02/03/04	100,000	100,000	3.00	02/03/09
02/17/04	200,000	200,000	3.50	02/17/09
03/16/04	400,000	400,000	4.10	03/16/09
06/24/04	481,000	481,000	4.00	06/22/09
08/31/04	54,000	54,000	4.00	08/31/09
10/06/04	40,000	40,000	4.00	10/06/09
12/14/04	15,000	15,000	4.50	12/14/09
02/11/05	90,000	90,000	4.70	02/10/10
02/11/05	200,000	200,000	4.70	02/10/08
05/02/05	200,000	200,000	5.25	05/02/08
07/19/05	11,250	7,500	5.25	07/19/10
07/20/05	117,801	80,301	5.25	07/20/08
08/08/05	50,000	37,500	6.65	08/08/10
08/31/05	95,000	71,250	6.60	08/31/10
09/09/05	52,500	35,000	6.68	09/09/10
01/25/06	305,000	—	11.25	01/25/11
02/06/06	20,000	—	11.25	02/06/11
10/24/06	652,000	—	13.52	10/24/11
12/18/06	1,100,000	—	15.00	12/18/11
	4,811,051	2,639,051

2004

During 2004, the Company recognized in the statement of operations as an expense $2,195,231 representing the fair value at the date of grant of stock options granted to employees, directors and officers under the Company’s stock option plan. In addition, an amount of $380,212 related to stock options issued to employees of the Company’s subsidiaries in the Congo was capitalized as deferred exploration expenditures. These amounts were credited accordingly to contributed surplus in the balance sheet.

16

December 31, 2006, 2005 and 2004

2005

During 2005, the Company recognized in the statement of operations as an expense $873,048 representing the fair value at the date of grant of stock options granted to employees, directors and officers under the Company’s stock option plan. An amount of $529,614 related to stock options issued to employees of the Company’s subsidiaries in the Congo was capitalized as deferred exploration expenditures. In addition, the Company recognized consulting fees of $712,917 representing the fair value of stock options granted to consultants under the Company’s stock option plan. These amounts were credited accordingly to contributed surplus in the balance sheet.

2006

During 2006, the Company recognized in the statement of operations as an expense $909,019 representing the fair value at the date of grant of stock options granted to employees, directors and officers under the Company’s stock option plan. In addition, an amount of $2,149,431 related to stock options issued to employees of the Company’s subsidiaries in the Congo was capitalized as deferred exploration expenditures. These amounts were credited accordingly to contributed surplus in the balance sheet.

The Black-Scholes option-pricing model was used to estimate values of all stock options granted during the year based on the following factors:

(i) risk-free interest rate: 3.83% to 4.08% (2005 — 2.99% to 3.28%; 2004 — 2.24% to 3.34%)

(ii) expected volatility: 42.91% to 50.92% (2005 — 32.16% to 43.21%; 2004 — 51.21% to 97.1%)

(iii) expected life: 3 to 5 years (2005 — 3 to 5 years; 2004 — 2.77 years)

(iv) expected dividends: $Nil (2005 - $Nil; 2004 - $Nil)

A summary of the status of the Company’s non-vested options as at December 31, 2006 and changes during the year is presented below:

Non-vested options	Number of Options		Weighted average grant date fair value
Non-vested at December 31, 2005	615,000		$	1.71
Granted	2,077,000		6.33
Vested	(520,000	)	(1.84		)
Non-vested at December 31, 2006	2,172,000		$	6.14

17

December 31, 2006, 2005 and 2004

(d)Earnings (Loss) per Share

Earnings (loss) per share was calculated on the basis of the weighted average number of common shares outstanding for the year ended December 31, 2006, amounting to 36,760,302 (2005 — 28,963,611; 2004 — 25,322,729) common shares.

Fully diluted earnings (loss) per share have not been presented since the exercise of the options and warrants would be anti-dilutive.

(e)Contributed Surplus

	December 31, 2006			December 31, 2005
Balance, beginning of the period	$	5,407,283		$	3,409,456
Options granted	3,058,450			2,115,579
Share of BRC contributed surplus (note 3(b))	179,759			190,164
Options exercised/ cancelled	(1,771,641		)	(48,296		)
Warrants exercised	—			(259,620		)
Balance, end of the period	$	6,873,851		$	5,407,283

7.Related Party Transactions

Directors fees of $30,000 (2005 - $23,848; 2004 - $Nil) were paid to non-executive directors of the Company.

Legal fees of $608,238 (2005 - $392,655; 2004 - $294,865), incurred in connection with general corporate matters as well as the Company’s financings, were paid to a law firm of which one partner is a director of the Company and another partner is an officer of the Company. At year end $20,054 (2005 - $22,372; 2004 - $23,207) owing to this legal firm was included in accounts payable.

These transactions are in the normal course of operations and are measured at the exchange amount.

18

December 31, 2006, 2005 and 2004

8.Income Taxes

The Company’s income tax provisions (recovery) for the years ended December 31, 2006, 2005 and 2004 have been calculated as follows:

	2006			2005			2004
Net loss for the year	$	3,058,375		$	4,501,342		$	4,649,380
Combined federal and provincial income tax rates	36.12		%	36.12		%	36.12		%
Income tax recovery at Canadian federal andprovincial statutory rates	$	(1,104,685	)	$	(1,625,885	)	$	(1,679,356	)
Share issue costs	(262,972		)	(115,945		)	(65,965		)
Other	—			9			552
Non deductible amounts expensed	483,375			317,262			980,379
Losses expired	—			311,726			151,721
Gain on dilution	548,078			—			—
Change in valuation allowance	336,204			1,112,833			612,669
	$	—		$	—		$	—

The nature and tax effect of the temporary differences giving rise to the future income tax assets and liabilities at December 31, 2006 and 2005 are summarized as follows:

	2006			2005
Property, plant and equipment	$	32,488		$	66,549
Investments	—			19,848
Foreign exchange	(271,775		)	(537,592		)
Share issue cost	947,918			—
Non-capital losses carried forward	3,429,165			4,252,787
Net future tax asset before valuation allowance	4,137,796			3,801,592
Valuation allowance	(4,137,796		)	(3,801,592		)
Net future tax asset	$	—		$	—

As at December 31, 2006, the Company had estimated net capital losses for Canadian tax purposes of $32,090,158. These losses do not expire and may be utilized to reduce future taxable capital gains, if any.

19

December 31, 2006, 2005 and 2004

As at December 31, 2006, the Company has estimated non-capital losses for Canadian income tax purpose that may be carried forward to reduce taxable income derived in future years. A summary of these tax losses is provided below.  These tax losses will expire as follows:

2007	919,000
2008	1,135,000
2009	1,951,000
2010	1,128,000
2015	5,167,000
	10,300,000

A valuation allowance has been recorded to offset the potential benefits of these carry-forward non-capital losses and deductible temporary differences in these consolidated financial statements as the realization thereof is not considered more likely than not.

9.Lease Commitments

The Company’s future minimum lease commitments for office premises as at December 31, 2006 for the following four years are as follows:

2007	$	93,996
2008	93,996
2009	93,996
2010	62,664

10.Segmented Reporting

The Company has one operating segment: the acquisition, exploration and development of precious metal projects located in the Democratic Republic of the Congo. Geographic segmentation of capital assets and deferred exploration costs is as follows:

	December 31, 2006		December 31, 2005
Democratic Republic of the Congo — deferred exploration costs	$	34,132,109	$	12,162,137
Democratic Republic of the Congo — capital assets	1,169,905		1,090,279
Canada — capital assets	39,724		42,291
	$	35,341,738	$	13,294,707

20

December 31, 2006, 2005 and 2004

11.Comparative Figures

The prior period figures have been reclassified to conform to the current presentation.

12.Significant Non-cash Transactions

During the period indicated the Company undertook the following significant non-cash transactions:

Year ended December 31,	2006		2005		2004
Amortization included in deferred exploration expenditures	$	419,708	$	245,302	$	72,511
Stock option compensation included in deferred exploration expenditures	2,076,385		529,614		380,212
Shares received on debt settlement	—		—		254,099

13.Subsequent Events

In February and March 2007, the Company received Cdn$4,816,125 from the exercise of 1,169,500 stock options previously granted under the Company’s stock option plan.

In early 2007, W.B. Kasai Congo SPRL (a private Congolese company) commenced a proceeding against the Company’s subsidiary, Banro Congo Mining SARL, in a Congolese Commercial Court relating to claims to certain new properties in the Congo located between the Company’s Lugushwa and Namoya Projects and the validity of an agreement entered into between Banro Congo Mining SARL and W.B. Kasai Congo SPRL with respect to the exploration for minerals on such properties.  W.B. Kasai Congo SPRL recently obtained a judgment granting a $200,000 award against Banro Congo Mining SARL for damages.  Banro Congo Mining SARL will be appealing this judgment.

21

December 31, 2006, 2005 and 2004

14.Generally Accepted Accounting Principles in Canada and the United States

The Company’s accounting policies do not differ materially from accounting principles generally accepted in the United States (“U.S. GAAP”) except for the following:

(a)Employee and Directors Stock Options

Prior to 2003, the Company accounted for employee and director stock options under APB Opinion No. 25 under which no compensation cost is recognized when the exercise price equals or exceeds the fair value at the date of grant.  The Company recognized no compensation cost as no stock options were granted with an exercise price less than fair value.

Under Canadian GAAP, effective January 1, 2002 on a prospective basis, the Company adopted the new CICA policy of accounting for stock based compensation.  Compensation expense on stock options granted to directors, officers and employees, was not recorded. However, disclosure of the effects of accounting for the compensation expense, utilizing the fair value method estimated using the Black-Scholes Option Pricing Model, was disclosed as pro-forma information.

Under Canadian GAAP, effective January 1, 2003 on a prospective basis, the Company commenced the expensing of all stock based compensation for new stock option grants applying the fair value method estimated by using the Black-Scholes Option Pricing Model. For US GAAP the Company has adopted, effective January 1, 2003 on a prospective basis, the fair value recognition provisions of SFAS 123.

(b)Mineral Properties

U.S. GAAP requires that costs pertaining to mineral properties with no proven reserves be reflected as expenses in the period incurred.

(c)Comprehensive Income

Under US GAAP, comprehensive income must be reported which is defined as all changes in equity other than those resulting from investments by owners and distributions to owners.

(d)Marketable Securities

Under accounting principles generally accepted in Canada, gains (losses) in shares of public companies are not recognized until investments are sold unless there is deemed to be an impairment of value which is other than temporary. Under US GAAP, such investments are recorded at market value and the unrealised gain and losses are recognized in other comprehensive income unless there is deemed to be an impairment which is other than temporary. Under FAS 115 the Company is accounting for the marketable securities as available for sale.

22

December 31, 2006, 2005 and 2004

(e)Equity Investment

For US GAAP purposes the equity loss from the investee must be increased by the costs pertaining to mineral properties with no proven reserves. In addition as the investee is a self sustaining operation account needs to be made of the cumulative translation adjustment relating to the conversion of the assets and liabilities of the investee into US dollars.

(f)Recently issued United States Accounting Standards

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - An interpretation of FASB Statement No. 109, (“FIN 48”), which clarifies the accounting and disclosure requirements for uncertainty in tax positions. This Interpretation requires financial statement recognition of the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. Additionally, FIN 48 provides guidance on measurement, de-recognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The provisions of FIN 48 will be effective as of the beginning of the Company’s fiscal year 2007, with the cumulative effect of the change in accounting principle, if any, recorded as an adjustment to opening retained earnings. The adoption of FIN 48 will not have a material effect on the Company’s financial condition or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (“SAB 108”) Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, that provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The SEC staff believes that registrants should quantify errors using both a balance sheet and an income statement approach and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. This pronouncement is effective for fiscal years ending after November 15, 2006. The adoption of SAB 108 did not have a material effect on the Company’s financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). This statement provides a single definition of fair value, a framework for measuring fair value, and expanded disclosures concerning fair value. Previously, different definitions of fair value were contained in various accounting pronouncements creating inconsistencies in measurement and disclosures. SFAS No. 157 applies under those previously issued pronouncements that prescribe fair value as the relevant measure of value, except SFAS No. 123(R) and related interpretations and pronouncements that require or permit measurement similar to fair value but are not intended to measure fair value. This pronouncement is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Earlier application is encouraged provided that the reporting entity has not yet issued financial statements for that fiscal year including financial statements for an interim period within that fiscal year. The Company is assessing SFAS No. 157 and has not determined yet the impact that the adoption of SFAS No. 157 will have on its result of operations or financial position.

23

December 31, 2006, 2005 and 2004

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106, and 132(R),” which requires employers to: (a) recognize in its statement of financial position an asset for a plan’s over-funded status or a liability for a plan’s under-funded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year; and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. These changes will be reported in comprehensive income of a business entity. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending December 15, 2006 for entities with publicly traded equity securities. The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The Company has no defined benefit pension plans.

The impact of the foregoing on the financial statements is as follows:

Income Statement

	2006			2005			2004
Loss per Canadian GAAP	$	(3,058,375	)	$	(4,501,342	)	$	(4,649,380	)
Equity loss adjustment	(1,117,815		)	(642,677		)	(19,702		)
Deferred exploration	(21,949,979		)	(9,465,006		)	(2,374,441		)
Loss per U.S. GAAP	(26,126,169		)	(14,609,025		)	(7,043,523		)
Other comprehensive gain(loss) — Cumulative translation adjustment	(20,769		)	21,804			(38,341		)
Other comprehensive gain(loss) — Adjustment for shares available for sale	56,476			(75,301		)	56,475
Total comprehensive loss	$	(26,090,462	)	$	(14,662,522	)	$	(7,025,389	)
Loss per share (basic and diluted)	$	(0.71	)	$	(0.50	)	$	(0.28	)

24

December 31, 2006, 2005 and 2004

Balance Sheet

	2006			2005
Total assets per Canadian GAAP	$	90,398,386		$	38,112,946
Investment available for sale	(18,825		)	(75,301		)
Equity investment	(1,929,278		)	(846,753		)
Deferred exploration	(34,132,109		)	(12,162,137		)
Total assets per U.S. GAAP	$	54,318,174		$	25,028,755
Total liabilities per Canadian and U.S. GAAP	$	2,858,957		$	1,421,571
Shareholders’ equity per Canadian GAAP	$	87,539,429		$	36,691,375
Equity investment adjustments	(1,964,567		)	(845,108		)
Cumulative translation adjustment	(7,284		)	(23,449		)
Deferred exploration	(34,132,109		)	(12,162,137		)
Accumulated other comprehensive loss per U.S. GAAP
Accumulated other comprehensive loss	(18,825		)	(75,301		)
Cumulative translation account	42,573			21,804
Total shareholders’ equity per U.S. GAAP	$	51,459,217		$	23,607,184
Total liabilities and shareholders’ equity per U.S. GAAP	$	54,318,174		$	25,028,755

25

December 31, 2006, 2005 and 2004

Cash Flow

	2006			2005			2004
Cash flow provided by (used in)
Operating activities per Canadian GAAP	$	(1,593,885	)	$	(3,746,412	)	$	(1,701,937	)
Deferred exploration	(19,806,006		)	(8,690,090		)	(1,921,718		)
Operating activities per US GAAP	(21,399,891		)	(12,436,502		)	(3,623,655		)
Investing activities per Canadian GAAP	(43,953,267		)	(31,470,316		)	(2,431,528		)
Deferred exploration	19,806,006			8,690,090			1,921,718
Investing activities per US GAAP	(24,147,261		)	(22,780,226		)	(509,810		)
Financing activities per Canadian & US GAAP	50,757,431			26,338,750			11,868,860
Effect of foreign exchange on cash	(899,223		)	1,472,718			382,872
Net increase (decrease) in cash during the year	4,311,056			(7,405,260		)	8,118,267
Cash, beginning of year	1,651,937			9,057,197			938,930
Cash, end of the year	$	5,962,993		$	1,651,937		$	9,057,197

26

EX-99.4

Exhibit 99.4

Consent of Independent Registered Chartered Accountants

We consent to the use in this Annual Report on Form 40-F of our report dated March 11, 2007 relating to the consolidated financial statements of Banro Corporation for the years ended December 31, 2006 and 2005, and to the reference to us under the heading “Interests of Experts” in the Annual Information Form dated March 30, 2007 filed as part of this Annual Report on Form 40-F.

/s/BDO Dunwoody LLP

Independent Registered Chartered Accountants

Toronto, Ontario, Canada

March 30, 2007

EX-99.5

Exhibit 99.5

CONSENT OF A. O’DONOVAN

I hereby consent to the use of my name in connection with the following report and documents, which are being filed as exhibits to and incorporated by reference into the registration statement on Form 40-F of Banro Corporation (the “Company”) being filed with the United States Securities and Exchange Commission:

1.The technical report dated February 2005 entitled “NI-43-101 Technical Report Resource Estimation and Exploration Potential at the Kamituga, Lugushwa and Namoya Concessions, Democratic Republic of Congo” (the “SRK Technical Report”); and

2.The annual information form of the Company dated March 30, 2007, which includes reference to my name in connection with information relating to the SRK Technical Report, and the properties described therein.

March 30, 2007

/s/ A. O’Donovan

A. O’Donovan

EX-99.6

Exhibit 99.6

CONSENT OF M. PITTUCK

I hereby consent to the use of my name in connection with the following report and documents, which are being filed as exhibits to and incorporated by reference into the registration statement on Form 40-F of Banro Corporation (the “Company”) being filed with the United States Securities and Exchange Commission:

1.The technical report dated February 2005 entitled “NI-43-101 Technical Report Resource Estimation and Exploration Potential at the Kamituga, Lugushwa and Namoya Concessions, Democratic Republic of Congo” (the “SRK Technical Report”); and

2.The annual information form of the Company dated March 30, 2007, which includes reference to my name in connection with information relating to the SRK Technical Report, and the properties described therein.

March 30, 2007

/s/ M. Pittuck

M. Pittuck

EX-99.7

Exhibit 99.7

CONSENT OF M. SKEAD

I hereby consent to the use of my name in connection with the following reports and documents, which are being filed as exhibits to and incorporated by reference into the registration statement on Form 40-F of Banro Corporation (the “Company”) being filed with the United States Securities and Exchange Commission:

1.The technical report dated March 6, 2007 entitled “Fourth NI-43-101 Technical Report, Twanziga Project, South Kivu Province, Democratic Republic of the Congo” (the “Twanziga Report”);

2.The technical report dated March 30, 2007 and entitled “Third NI 43-101 Technical Report, Lugushwa Project, South Kivu Province, Democratic Republic of the Congo” (the “Lugushwa Report”);

3.The technical report dated March 30, 2007 entitled “Third NI 43-101 Technical Report, Namoya Project, Maniema Province, Democratic Republic of the Congo” (the “Namoya Report”); and

4.The annual information form of the Company dated March 30, 2007, which includes reference to my name in connection with information relating to the Twanziga, Lugushwa and Namoya Reports, and the properties described therein.

March 30, 2007

/s/ M. Skead

M. Skead

EX-99.8

Exhibit 99.8

CERTIFICATION

(pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002)

I, Peter Cowley, certify that:

1.             I have reviewed this annual report on Form 40-F of Banro Corporation;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.             The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

5.             The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date:  March 30, 2007

/s/ Peter Cowley

Peter Cowley

President and Chief Executive Officer

CERTIFICATION

(pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002)

I, J. Gregory Short, certify that:

1.             I have reviewed this annual report on Form 40-F of Banro Corporation;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.             The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

5.             The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date:  March 30, 2007

/s/ J. Gregory Short

J. Gregory Short

Chief Financial Officer

EX-99.9

Exhibit 99.9

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Banro Corporation, (the “Company”) on Form 40-F for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Cowley, the President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  March 30, 2007

/s/ Peter Cowley

Peter Cowley

President and Chief Executive Officer

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of  Banro Corporation (the “Company”) on Form 40-F for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof  (the “Report”), I, J. Gregory Short, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  March 30, 2007

/s/ J. Gregory Short

J. Gregory Short

Chief Financial Officer