UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or
15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2016.
Commission File Number 001-32399
BANRO CORPORATION
(Translation of registrants name into English)
1 First Canadian Place
100 King Street West, Suite
7070
Toronto, Ontario, Canada
M5X 1E3
(Address of
principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F
Form 20-F [X] Form
40-F [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an attached
annual report to security holders.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report or other
document that the registrant foreign private issuer must furnish and make public
under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrants home country), or under the
rules of the home country exchange on which the registrants securities are
traded, as long as the report or other document is not a press release, is not
required to be and has not been distributed to the registrants security
holders, and, if discussing a material event, has already been the subject of a
Form 6-K submission or other Commission filing on EDGAR.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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BANRO CORPORATION |
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/s/ Kevin Jennings |
Date: February 16, 2016 |
Kevin Jennings |
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Chief Financial Officer |
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INDEX TO EXHIBITS
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Banro Closes US$67.5 Million Stream Financing
Toronto, Canada February 16, 2016 Banro Corporation
("Banro" or the "Company") (NYSE MKT - "BAA"; TSX - "BAA")
announces that, further to its December 31, 2015 press release, it has closed
US$67.5 million of its previously announced financing (the Financing),
representing the gold streaming transaction relating to the Twangiza mine (the
Twangiza Transaction) with RFW Banro Investments Limited
(RFWB), a subsidiary of the Baiyin Stream Partnership I, LP, a mining
investment fund managed by Resources FinanceWorks Limited. The Partnership is
led by the Baiyin Nonferrous Group Co., Ltd., a strategic Chinese mining group
based in Gansu, China.
The balance of the Financing previously announced, comprising a
US$22.5 million term loan to be funded by RFWB and investment funds managed by
Gramercy Funds Management LLC (Gramercy) and an US$8.75 million equity
private placement to RFWB, is expected to close before the end of February 2016.
The purchase by RFWB from Gramercy of US$40 million of the outstanding Banro
senior secured notes issued by Banro on March 2, 2012 (the Senior
Notes) and US$20 million of the outstanding preferred shares issued by
subsidiaries of Banro on February 28, 2014, is also expected to close
concurrently with the closing of the said term loan and equity private placement
transactions.
The Twangiza Transaction provides for the payment by the
purchaser of a deposit in the amount of US$67.5 million and the delivery to the
purchaser over time of a certain percentage (the Entitlement
Percentage) of the life-of-mine gold production (effective January 1, 2016)
from the Twangiza mine, or any other projects located within 20 kilometres from
the current Twangiza gold mine, based on the gold price at the time of delivery.
The Entitlement Percentage is 11% based on a gold price between US$1,150 and
US$1,500 per ounce, 12.5% based on a gold price of less than US$1,150 per ounce,
and 9.5% based on a gold price greater than US$1,500 per ounce. When total gold
production from the Twangiza mine has reached 1.14 million ounces from the
commencement of the stream, the Entitlement Percentages above will be reduced by
50%. The ongoing payments by the purchaser to Twangiza upon delivery of the gold
are US$150 per ounce. At any time after the third anniversary of the closing of
the Twangiza Transaction, Twangiza may, at its discretion, terminate the stream
by paying to the purchaser in cash a buyback price equal to an amount which
would result in the purchaser achieving an implied internal rate of return of
17.5% on the cash flows arising from the stream during the period from the
closing of the Twangiza Transaction to the date that is 12 months following the
date of payment of the buyback price.
Holders of more than 50% of the Banro Senior Notes have
provided the required consent to the amendments of the Companys Note Indenture
and related Collateral Trust Agreement in order to secure the gold delivery
obligations under the Twangiza Transaction by way of a Parity Lien within the
meaning of the Note Indenture. Banro has agreed to place approximately US$26.23
million of the proceeds from the Twangiza Transaction in escrow with the trustee
for the Senior Notes to satisfy the remaining three interest payments under the
Senior Notes through the maturity date of March 1, 2017.
The use of proceeds from the Twangiza Transaction include:
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Defeasement of the remaining three interest payments
under the Senior Notes (such payments totaling approximately US$26.23
million). |
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Repayment of a DRC bank loan facility nearing
maturity and certain major project suppliers. |
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Certain capital expenditures at the Twangiza
mine to expand crushing capacity. |
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General corporate and working capital purposes.
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Copies of amending agreements to the original main agreements
for the Financing transactions (comprising the equity private placement, the
term loan and the Twangiza Transaction) will be filed on SEDAR at
www.sedar.com and EDGAR at www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities, in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
such jurisdiction. The securities have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any state securities laws and may not be offered or sold within the
United States or to, or for the account or benefit of, "U.S. persons," as such
term is defined in Regulation S under the U.S. Securities Act, unless an
exemption from such registration is available.
Banro Corporation is a Canadian gold
mining company focused on production from the Twangiza mine, which began
commercial production September 1, 2012, and the ramp-up to full production at
its second gold mine at Namoya, where commercial production was declared
effective January 1, 2016. The Companys longer term objectives include the
development of two additional major, wholly-owned gold projects, Lugushwa and
Kamituga. The four projects, each of which has a mining license, are located
along the 210 kilometre long Twangiza-Namoya gold belt in the South Kivu and
Maniema provinces of the Democratic Republic of the Congo (the DRC).
All business activities are followed in a socially and environmentally
responsible manner.
Resource FinanceWorks Limited is the general partner for
the Baiyin Stream Partnership I, LP, an offshore mining investment fund
sponsored and funded by the Baiyin Nonferrous Group Co., Ltd. Baiyins business
is in resource development, extraction and refining, and has investments in the
Peoples Republic of China, South Africa and Peru. As at the end of 2014, Baiyin
had total and net assets of approximately US$5.4 billion and US$2 billion,
respectively, generating revenues of US$7.2 billion. The purchaser, RFW Banro
Investments Limited, is a special purpose vehicle and a wholly-owned subsidiary
of the Baiyin Stream Partnership I, LP.
Gramercy Funds Management LLC is a US$6 billion
dedicated emerging markets investment manager based in Greenwich, CT with
offices in London, Hong Kong, Singapore, Mexico City, and Buenos Aires. The
firm, founded in 1998, seeks to generate superior risk-adjusted returns through
a comprehensive approach to emerging markets supported by a transparent and
robust institutional platform. Gramercy invests through both alternative and
long-only strategies across all asset classes (sovereign USD and local currency
debt, investment grade and high yield corporate debt, distressed debt, equity,
private equity and special situations). www.gramercy.com.
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Cautionary Note Concerning Forward-Looking
Statements
This press release contains forward-looking statements. All
statements, other than statements of historical fact, that address activities,
events or developments that the Company believes, expects or anticipates will or
may occur in the future (including, without limitation, statements regarding
future gold production and costs, potential mineral resources and reserves, the
closing of the term loan and equity private placement transactions reported in
this press release and the anticipated effect of the said financing
transactions, together with the Twangiza Transaction, on the Companys
operations and financial condition) 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 complete the said term loan and equity private
placement transactions; uncertainty of estimates of capital and operating costs,
production estimates and estimated economic return of the Companys projects;
the possibility that actual circumstances will differ from the estimates and
assumptions used in the economic studies of the Companys projects; failure to
establish estimated mineral resources and mineral reserves (the Companys
mineral resource and mineral reserve figures are estimates and no assurance can
be given that the intended levels of gold will be produced); fluctuations in
gold prices and currency exchange rates; inflation; gold recoveries being less
than those indicated by the metallurgical testwork carried out to date (there
can be no assurance that gold recoveries in small scale laboratory tests will be
duplicated in large tests under on-site conditions or during production);
uncertainties relating to the availability and costs of financing needed in the
future; changes in equity markets; political developments in the DRC; lack of
infrastructure; failure to procure or maintain, or delays in procuring or
maintaining, permits and approvals; lack of availability at a reasonable cost or
at all, of plants, equipment or labour; inability to attract and retain key
management and personnel; changes to regulations affecting the Company's
activities; the uncertainties involved in interpreting drilling results and
other geological data; and the other risks disclosed under the heading "Risk
Factors" and elsewhere in the Company's annual report on Form 20-F dated April
6, 2015 filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Any
forward-looking statement speaks only as of the date on which it is made and,
except as may be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking statement, whether as a
result of new information, future events or results or otherwise. Although the
Company believes that the assumptions inherent in the forward-looking statements
are reasonable, forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on such statements
due to the inherent uncertainty therein.
For further information, please visit our website at
www.banro.com, or contact: |
Martin Jones |
+1 (416) 366-2221, Ext. 3213 |
+1-800-714-7938, Ext. 3213 |
info@banro.com |
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