Report of Foreign Issuer (6-k)

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 November, 2015.

Commission File Number 001-32399

BANRO CORPORATION
(Translation of registrant’s 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 registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s 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 registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BANRO CORPORATION

	/s/ Kevin Jennings
Date: November 11, 2015	Kevin Jennings
	Chief Financial Officer

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INDEX TO EXHIBITS

99.1	Interim Condensed Consolidated Financial Statements for the period ended September 30, 2015
99.2	Management's Discussion and Analysis for the period ended September 30, 2015
99.3	Certification of Chief Executive Officer
99.4	Certification of Chief Financial Officer

-3-

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(Expressed in U.S. dollars)

(Unaudited)

Banro Corporation

CONTENTS

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Interim Condensed Consolidated Statements of Financial Position		3
Interim Condensed Consolidated Statements of Comprehensive (Loss)/Income		4
Interim Condensed Consolidated Statements of Changes in Equity		5
Interim Condensed Consolidated Statements of Cash Flow		6

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.	Corporate information	7
2.	Basis of preparation	7
3.	Summary of significant accounting policies, estimates and judgments	8
4.	Subsidiaries	9
5.	Cash and cash equivalents	9
6.	Trade and other receivables	10
7.	Prepaid expenses and deposits	10
8.	Inventories	10
9.	Long-term investment	11
10.	Property, plant and equipment	12
11.	Exploration and evaluation assets	13
12.	Mine under construction	13
13.	Trade and other payables	14
14.	Deferred revenue	14
15.	Bank loans	15
16.	Other liabilities	15
17.	Derivative Instruments	16
18.	Provision for closure and reclamation	18
19.	Long-term debt	19
20.	Preference shares	20
21.	Share capital	24
22.	Share-based payments	25
23.	Commitments and contingencies	27
24.	Related party transactions	27
25.	Segmented reporting	28
26.	Production costs	31
27.	General and administrative expenses	31
28.	Finance expenses	31
29.	Other charges and provisions, net	32
30.	Put options	32
31.	Financial risk management objectives and policies	32
32.	Cash flows	37

Page 2 of 37

Banro Corporation

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in thousands of U.S. dollars) (unaudited)

		September 30,		December 31,
	Notes	2015		2014
		$		$
ASSETS
Current Assets
Cash and cash equivalents	5	3,895		1,002
Trade and other receivables	6	8,476		7,261
Prepaid expenses and deposits	7	9,490		6,164
Inventories	8	26,595		28,893
		48,456		43,320
Non-Current Assets
Long-term investment	9	144		1,061
Property, plant and equipment	10	291,923		295,010
Exploration and evaluation	11	137,912		129,959
Inventories	8	3,658		3,874
Mine under construction	12	387,713		414,258
		821,350		844,162
TOTAL ASSETS		869,806		887,482

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Trade and other payables	13	62,953		86,396
Deferred revenue	14	5,149		3,000
Bank loans	15	12,262		17,123
Other liabilities	16	1,920		3,405
Derivative instruments - mark-to-market	17	23,989		1,393
		106,273		111,317
Non-Current Liabilities
Bank loans	15	4,458		3,869
Other liabilities	16	5,736		-
Provision for closure and reclamation	18	7,220		7,755
Deferred revenue	14	43,941		-
Derivative instruments - mark-to-market	17	29,320		-
Long-term debt	19	166,859		200,921
Preference shares	20	67,693		71,116
		325,227		283,661
Total Liabilities		431,500		394,978

Shareholders' Equity
Share capital	21	518,627		518,615
Warrants	21b	13,356		13,356
Contributed surplus	22	43,330		42,526
Accumulated other comprehensive (loss)/income		(537	)	380
Deficit		(136,470	)	(82,373	)
		438,306		492,504
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		869,806		887,482

Commitments and contingencies	23

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page 3 of 37

Banro Corporation

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME

(Expressed in thousands of U.S. dollars) (unaudited)

		For the three months ended				For the nine months ended
		September 30,		September 30,		September 30,		September 30,
	Notes	2015		2014		2015		2014
		$		$		$		$
Operating revenue		38,504		33,285		122,104		90,258

Operating expenses
Production costs	26	(17,263	)	(16,697	)	(56,101	)	(52,402	)
Depletion and depreciation	10	(5,821	)	(8,495	)	(19,332	)	(19,431	)
Total mine operating expenses		(23,084	)	(25,192	)	(75,433	)	(71,833	)

Gross earnings from operations		15,420		8,093		46,671		18,425

General and administrative	27	(2,421	)	(3,128	)	(8,871	)	(7,183	)
Share-based payments	22	(92	)	(201	)	(649	)	(436	)
Other charges and provisions, net	29	1,000		3,003		(1,777	)	339
Impairment charge	12	(23,000	)	-		(73,200	)	-
Net (loss)/income from operations		(9,093	)	7,767		(37,826	)	11,145

Finance expenses	28	(3,139	)	(3,815	)	(16,478	)	(10,868	)
Foreign exchange gain/(loss)		20		(202	)	204		(233	)
Interest income		1		-		3		4
Net (loss)/income		(12,211	)	3,750		(54,097	)	48

Items that may be reclassified to profit or loss:
Foreign currency translation differences of foreign investment in associate	9	-		-		-		(23	)
Fair value loss on available-for-sale financial asset	9	33		-		(917	)	-
Total comprehensive (loss)/income		(12,178	)	3,750		(55,014	)	25

(Loss)/income per share
Basic	21c	(0.05	)	0.01		(0.21	)	0.00
Diluted	21c	(0.05	)	0.01		(0.21	)	0.00

Weighted average number of common shares outstanding
Basic	21c	252,151		252,101		252,130		252,101
Diluted	21c	252,151		252,101		252,130		252,101

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page 4 of 37

Banro Corporation

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of U.S dollars) (unaudited)

		Share capital
							Currency						Total
	Notes	Number of			Contributed		Translation		Available-for-				Shareholders'
		common shares	Amount	Warrants	Surplus		Adjustment		sale asset		Deficit		Equity
		(in thousands)	$	$	$		$		$		$		$
Balance as at January 1, 2014		252,101	518,615	13,356	41,793		(87	)	-		(82,693	)	490,984
Net income for the period		-	-	-	-		-		-		48		48
Share-based payments	22	-	-	-	623		-		-		-		623
Available-for-sale asset	9	-	-	-	(14	)	110		-		-		96
Foreign currency translation differences of foreign investment in associate	9	-	-	-	-		(23	)	-		-		(23	)
Balance as at September 30, 2014		252,101	518,615	13,356	42,402		-		-		(82,645	)	491,728
Net income for the period		-	-	-	-		-		-		272		272
Share-based payments	22	-	-	-	124		-		-		-		124
Fair value gain on available-for-sale financial asset	9	-	-	-	-		-		380		-		380
Balance as at December 31, 2014		252,101	518,615	13,356	42,526		-		380		(82,373	)	492,504
Net loss for the period		-	-	-	-		-		-		(54,097	)	(54,097	)
Exercise of stock options	22	50	12	-	(4	)	-		-		-		8
Share-based payments	22	-	-	-	808		-		-		-		808
Fair value loss on available-for-sale financial asset	9	-	-	-	-		-		(917	)	-		(917	)
Balance as at September 30, 2015		252,151	518,627	13,356	43,330		-		(537	)	(136,470	)	438,306

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page 5 of 37

Banro Corporation

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Expressed in thousands of U.S dollars) (unaudited)

		For the three months ended				For the nine months ended
		September 30,		September 30,		September 30,		September 30,
	Notes	2015		2014		2015		2014
		$		$		$		$
Cash flows from operating activities
Net (loss)/ income for the period		(12,211	)	3,750		(54,097	)	48
Adjustments for:
Recognition of non-cash revenue	14	(6,926	)	(5,000	)	(15,093	)	(12,369	)
Depletion and depreciation	10	5,834		8,513		19,393		19,480
Unrealized foreign exchange (gain)/loss		(273	)	234		(346	)	225
Share-based payments	22	92		201		649		436
Employee retention allowance	16	100		133		378		371
Finance expense excluding bank charges, net of interest income	28	3,525		1,532		14,918		4,785
Accretion on closure and reclamation	18	160		154		506		464
Impairment charge	12	23,000		-		73,200		-
Other charges and provisions, net	29	(1,000	)	(3,107	)	1,777		(524	)
Interest paid		(2,471	)	(1,459	)	(4,112	)	(3,593	)
Interest received		-		-		3		4
Operating cash flows before working capital adjustments		9,830		4,951		37,176		9,327
Working capital adjustments	32	(1,204	)	(2,622	)	(14,156	)	8,864
Net cash flows provided by operating activities		8,626		2,329		23,020		18,191

Cash flows from investing activities
Movement in restricted cash		8,196		-		-		-
Acquisition of property, plant, and equipment	10	(12,820	)	(3,896	)	(19,206	)	(12,733	)
Exploration and evaluation expenditures and associated working capital movements	11	(3,271	)	(1,024	)	(8,926	)	(6,639	)
Expenditures on mine under construction and associated working capital movements, net of pre-production revenue	12	(3,612	)	(8,153	)	(26,992	)	(34,651	)
Interest paid		(8,144	)	(8,412	)	(17,350	)	(17,508	)
Advances - Long-term investment	9	-		-		-		(1	)
Net cash used in investing activities		(19,651	)	(21,485	)	(72,474	)	(71,532	)

Cash flows from financing activities
Bank overdraft	13	(913	)	(1,710	)	201		4,090
Net proceeds from non-equity financing	32	6,165		29,810		62,418		68,600
Net proceeds from share issuance	20	-		-		8		-
Payment of dividends	20	(1,943	)	-		(5,250	)	(1,887	)
Lease payments	16	(688	)	-		(688	)	-
Net proceeds from (repayments of) bank loans	15	3,046		(13,230	)	(4,272	)	(19,739	)
Net cash provided by financing activities		5,667		14,870		52,417		51,064

Effect of foreign exchange on cash and cash equivalents		(17	)	(26	)	(70	)	(27	)
Net (decrease)/increase in cash and cash equivalents		(5,375	)	(4,312	)	2,893		(2,304	)
Cash and cash equivalents, beginning of the period		9,270		6,460		1,002		4,452
Cash and cash equivalents, end of the period		3,895		2,148		3,895		2,148

Other cash flow items and non-cash transactions (Note 32)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page 6 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

1.	CORPORATE INFORMATION

Banro Corporation’s business focus is the exploration, development and production of mineral properties in the Democratic Republic of the Congo (the “Congo”). Banro Corporation (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.

These interim condensed consolidated financial statements as at and for the three and nine months ended September 30, 2015 include the accounts of the Company and of its wholly-owned subsidiary incorporated in the United States, Banro American Resources Inc., as well as its subsidiary in the Congo, Banro Hydro SARL, and its subsidiary in Barbados, Banro Group (Barbados) Limited. The Company is a publicly traded company whose outstanding common shares are listed for trading on the Toronto Stock Exchange and on the NYSE MKT LLC. The head office of the Company is located at 1 First Canadian Place, 100 King St. West, Suite 7070, Toronto, Ontario, M5X 1E3, Canada.

2.	BASIS OF PREPARATION

a)	Statement of compliance

These interim condensed consolidated financial statements for the three and nine months ended September 30, 2015, including comparatives, have been prepared in accordance with International Accounting Standards (“IAS”) 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The disclosure contained in these interim condensed consolidated financial statements does not include all the requirements in IFRS. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2014, which includes information necessary to understand the Company’s business and financial statement presentation. Certain comparative figures have been reclassified and aggregated to conform to the current period’s presentation. For the three and nine months ended September 30, 2014; Share of loss from investment in associate of $nil and $29 respectively, Gain on investment, net of loss on disposition of $48 and Gain on change in fair value of derivative financial instruments of $3,105 and $991 respectively, have been reclassified to Other charges and provisions, net; and Transaction costs of $10 and $1,220 respectively, Interest and bank charges of $2,530 and $6,168 respectively, and Dividends on preferred shares of $1,275 and $3,480 respectively, are now presented as Finance expenses.

The date the Company’s Board of Directors approved these interim condensed consolidated financial statements was November 10, 2015.

b)	Continuation of Business

These interim condensed consolidated financial statements have been prepared on a going concern basis, under the historical cost basis, except for certain financial instruments which are presented at fair value.

The Company reported a net loss of $54,097 for the nine months ended September 30, 2015 (nine months ended September 30, 2014 – net income of $48) and as at September 30, 2015 had a working capital deficit of $57,817 (December 31, 2014 - $67,997).

The Company’s ability to continue operations in the normal course of business is dependent on several factors, including its ability to secure additional funding. Management is exploring all available options to secure additional funding, including forward sale agreements, equity financing and strategic partnerships. In addition, the recoverability of the amount shown for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain financing to continue to perform exploration activity or complete the development of the properties where necessary, or alternatively, upon the Company’s ability to recover its incurred costs through a disposition of its interests, all of which are uncertain.

Page 7 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

In the event the Company is unable to identify recoverable resources, receive the necessary permitting, or arrange appropriate financing, the carrying value of the Company’s assets and liabilities could be subject to material adjustment. Furthermore, market conditions may raise substantial doubt on the Company’s ability to continue as a going concern.

These interim condensed consolidated financial statements do not include any additional adjustments to the recoverability and classification of recorded asset amounts, classification of liabilities and changes to the statements of comprehensive (loss)/income that might be necessary if the Company was unable to continue as a going concern.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS

These interim condensed consolidated financial statements have been prepared using the same accounting policies and methods of computation as presented in Note 3 of the annual consolidated financial statements of the Company as at and for the year ended December 31, 2014, except for those newly adopted accounting standards noted below and finance leases as outlined in note 16.

a)	Newly Applied Accounting Standards

The following amended standards were applied as of January 1, 2015:

	•	IFRS 8, “Operating Segments” (amendment); and
	•	IAS 24, “Related Party Disclosures” (amendment).

The adoption of these amended standards did not have a significant impact on the Company’s interim condensed consolidated financial statements.

b)	Accounting Standards Issued But Not Yet Effective

The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective and determined that the following may have an impact on the Company:

IFRS 9, Financial instruments (“IFRS 9”) was issued by the IASB on July 24, 2014 and will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is intended to reduce the complexity for the classification, measurement, and impairment of financial instruments. The mandatory effective date is for annual periods beginning on or after January 1, 2018. The Company is evaluating the impact of this standard on its consolidated financial statements.

Amendments to IFRS 10, Consolidated Financial Statements (“IFRS 10”), IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), and IAS 28 Investments in Associates and Joint Ventures (“IAS 28”) were published by the IASB in December 2014. The amendments define the application of the consolidation exception for investment entities. They are effective for annual periods beginning on or after January 1, 2016. The Company is evaluating the impact of these standards but does not expect these standards to have a material impact on its consolidated financial statements.

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) was issued by the IASB on May 28, 2014 and will replace IAS 18 Revenue and IAS 11 Construction Contracts and related interpretations. IFRS 15 provides a more detailed framework for the timing of revenue recognition and increased requirements for disclosure of revenue. IFRS 15 uses a control-based approach to recognize revenue which is a change from the risk and reward approach under the current standard. The mandatory effective date is for annual periods beginning on or after January 1, 2018. The Company is evaluating the impact of this standard on its consolidated financial statements.

Amendments to IAS 1, Presentation of Financial Statements (“IAS 1”) were issued by the IASB in December 2014. The amendments clarify principles for the presentation and materiality consideration for the financial statements and notes to improve understandability and comparability. The amendments to IAS 1 are effective for annual periods beginning on or after January 1, 2016. The Company is evaluating the impact of this standard on its consolidated financial statements.

Page 8 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

Amendments to IAS 16, Property, Plant and Equipment (“IAS 16”) were issued by the IASB in May 2014. The amendments prohibit the use of a revenue-based depreciation method for property, plant and equipment as it is not reflective of the economic benefits of using the asset. They clarify that the depreciation method applied should reflect the expected pattern of consumption of the future economic benefits of the asset. The amendments to IAS 16 are effective for annual periods beginning on or after January 1, 2016. The Company does not expect the standard to have a material impact on its consolidated financial statements.

Amendments to IAS 38 Intangible Assets (“IAS 38”) were issued by the IASB in May 2014. The amendments prohibit the use of a revenue-based depreciation method for intangible assets. Exceptions are allowed where the asset is expressed as a measure of revenue or revenue and consumption of economic benefits for the asset are highly correlated. The amendments to IAS 38 are effective for annual periods beginning on or after January 1, 2016. The Company is evaluating the impact of this standard but does not expect the standard to have a material impact on its consolidated financial statements.

4.	SUBSIDIARIES

The following table lists subsidiaries of the Company:

		Proportion of Beneficial Common
Name of Subsidiary	Place of Incorporation		Principal Activity
		Share Ownership Interest
Twangiza Mining SA¹	Congo	100%	Mining
Namoya Mining SA¹	Congo	100%	Mining
Lugushwa Mining SA¹	Congo	100%	Mining
Kamituga Mining SA¹	Congo	100%	Mining
Banro Congo Mining SA¹	Congo	100%	Mining
Banro Hydro SARL	Congo	100%	Investment
Banro American Resources Inc.	United States of America	100%	Inactive
Twangiza (Barbados) Limited	Barbados	100%	Holding and Financing
Namoya (Barbados) Limited	Barbados	100%	Holding and Financing
Lugushwa (Barbados) Limited	Barbados	100%	Holding
Kamituga (Barbados) Limited	Barbados	100%	Holding
Banro Congo (Barbados) Limited	Barbados	100%	Holding
Banro Group (Barbados) Limited	Barbados	100%	Holding and Financing

¹ During the three months ended September 30, 2014, these entities were reincorporated as "SA" entities in the Congo as per changes in the country's corporate laws.

5.	CASH AND CASH EQUIVALENTS

	September 30,	December 31,
	2015	2014
	$	$
Cash	3,895	786
Cash equivalents	-	216
Cash and cash equivalents	3,895	1,002

Cash and cash equivalents of the Company include cash on hand, deposits held at financial institutions, and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash.

Page 9 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

6.	TRADE AND OTHER RECEIVABLES

	September 30,	December 31,
	2015	2014
	$	$
Advances to employees	304	211
VAT receivable	6,613	6,797
Other receivables	1,559	253
	8,476	7,261

As at September 30, 2015, there was no allowance on the value-added taxes (“VAT”) or advances to employees as all amounts are expected to be fully recovered (December 31, 2014 - $nil).

7.	PREPAID EXPENSES AND DEPOSITS

	September 30,	December 31,
	2015	2014
	$	$
Supplier prepayments and deposits - Twangiza	4,844	3,066
Supplier prepayments and deposits - Namoya	3,362	1,959
Prepaid insurance and rent	1,284	1,139
	9,490	6,164

8.	INVENTORIES

	September 30,	December 31,
	2015	2014
	$	$
Ore in stockpiles	1,260	709
Gold in process	1,018	723
Gold bullion	2,297	2,143
Mine operating supplies	22,020	25,318
Total current portion	26,595	28,893

Non-current ore in stockpiles¹	3,658	3,874
Total non-current portion	3,658	3,874

Total	30,253	32,767

¹ Includes low-grade material not scheduled for processing within the next twelve months.

During the three and nine month periods ended September 30, 2015, the Company recognized $17,263 and $56,101, respectively, (three and nine month periods ended September 30, 2014 - $16,697 and $52,402, respectively) of inventory as an expense within production costs in the interim condensed consolidated statement of comprehensive (loss)/income.

Page 10 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

9.	LONG-TERM INVESTMENT

The Company’s investment in Delrand Resources Limited (“Delrand”), which met the definition of an associate of the Company until May 2014, is classified as an available for sale financial asset as at September 30, 2015 and December 31, 2014, and is summarized as follows:

Delrand Resources Limited		September 30,		December 31,
		2015		2014
Percentage of ownership interest		7.06%		7.06%
Common shares held		1,539		1,539
Total investment	$	144	$	1,061

Delrand, a publicly listed entity on NEX in Canada and the JSE Limited in South Africa, is involved in the acquisition and exploration of mineral properties in the Congo. It has an annual reporting date of June 30. As of September 14, 2015, Delrand voluntarily delisted its shares from the Toronto Stock Exchange and began trading on NEX, a separate board of the TSX Venture Exchange.

The fair value of the Company’s investment in Delrand, based on the closing price of Delrand’s shares on NEX as at September 30, 2015, is $144 (December 31, 2014 - $1,061). For the three and nine months ended September 30, 2015, the Company's fair value gain of $33 and fair value loss of $917, respectively was reflected in other comprehensive income/(loss) (three and nine month periods ended September 30, 2014 – share of loss in the results of Delrand of $nil and $29 and a fair value gain of $111 and $295 reflected in the interim condensed statement of comprehensive (loss)/income).

Page 11 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

10.

PROPERTY, PLANT AND EQUIPMENT

The Company’s property, plant and equipment are summarized as follows:


	Mining assets	Construction		Plant and		Total
		in progress		equipment
	$	$		$		$
I) Cost
Balance as at January 1, 2014	54,771	35,293		276,596		366,660
Additions	-	14,249		4,421		18,670
Transfers	-	(48,010	)	48,010		-
Disposals	-	-		(1,619	)	(1,619	)
Balance as at December 31, 2014	54,771	1,532		327,408		383,711
Additions	-	19,715		2,951		22,666
Transfers	-	(472	)	472		-
Disposals	-	-		(1,037	)	(1,037	)
Balance as at September 30, 2015	54,771	20,775		329,794		405,340

II) Accumulated Depreciation
Balance as at January 1, 2014	12,750	-		41,805		54,555
Depreciation for the year	-	-		27,914		27,914
Depletion for the year	7,698	-		-		7,698
Disposals	-	-		(1,466	)	(1,466	)
Balance as at December 31, 2014	20,448	-		68,253		88,701
Depreciation for the period	-	-		22,730		22,730
Depletion for the period	2,945	-		-		2,945
Disposals	-	-		(959	)	(959	)
Balance as at September 30, 2015	23,393	-		90,024		113,417

III) Carrying amounts
Balance as at December 31, 2014	34,323	1,532		259,155		295,010
Balance as at September 30, 2015	31,378	20,775		239,770		291,923

During the three and nine months ended September 30, 2015, the Company removed assets with a total cost of $468 and $1,037, respectively, (three and nine months ended September 30, 2014 - $4), and accumulated depreciation of $403 and $959, respectively, (three and nine months ended September 30, 2014 - $4) from its accounting records that were no longer in use and a loss on disposition of assets of $65 and $78, respectively, was reported in the interim condensed consolidated statement of comprehensive (loss)/income (three and nine months ended September 30, 2014 – $nil). The Company’s property, plant and equipment in the Congo are pledged as security.

Page 12 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

11.

EXPLORATION AND EVALUATION ASSETS

The following table summarizes the Company’s tangible exploration and evaluation expenditures with respect to its five properties in the Congo:

					Banro
	Twangiza	Namoya	Lugushwa	Kamituga	Congo	Total
					Mining
Cost	$	$	$	$	$	$
Balance as at January 1, 2014	28,595	15,051	50,270	21,002	2,802	117,720
Additions	2,431	1,792	3,163	3,408	1,425	12,219
Balance as at December 31, 2014	31,026	16,843	53,433	24,410	4,227	129,939
Additions	1,160	1,446	2,239	2,224	884	7,953
Balance as at September 30, 2015	32,186	18,289	55,672	26,634	5,111	137,892

There is approximately $20 of intangible exploration and evaluation expenditures as at September 30, 2015 (December 31, 2014 - $20). The intangible exploration and evaluation expenditures, representing mineral rights held by Banro Congo Mining, have not been included in the table above.

12.

MINE UNDER CONSTRUCTION

Development expenditures with respect to the construction of the Company’s Namoya mine are as follows:

	Namoya Mine
Cost	$
Balance as at January 1, 2014	337,203
Additions	98,742
Pre-commercial production revenue	(21,687	)
Balance as at December 31, 2014	414,258
Additions	83,117
Pre-commercial production revenue	(36,462	)
Impairment	(73,200	)
Balance as at September 30, 2015	387,713

Mine under construction is not depreciated until construction is completed. This is signified by the formal commissioning of a mine for production. Revenues realized before commencement of commercial production (“pre-commercial production revenue”) are recorded as a reduction of the respective mining asset. A capitalization rate of 10.1% was used for general borrowings. Total borrowing costs capitalized for the three and nine months ended September 30, 2015 are $5,569 and $18,174 (three and nine months ended September 30, 2014 - $5,788 and $16,845)

The Company performs impairment testing for its mine under construction when indications of potential impairment are identified. As at September 30, 2015, the Company identified the aggregate impact of the current period economic performance of Namoya compared to expectations, continued capitalization of pre-operating losses and a decrease in the long-term gold environment as an indicator of a potential impairment. The Company performed an impairment assessment to determine the recoverable amount of the Namoya cash generating unit (“CGU”). The assessment indicated that the carrying amounts of the CGU exceeded the recoverable amount. Accordingly, the Company recognized an impairment charge of $23,000 and $73,200 for the three and nine months ended September 30, 2015 (three and nine months ended September 30, 2014 – $nil).

The recoverable amount of the Namoya CGU was determined by calculating the fair value less cost of disposal (“FVLCD”), which has been determined to be greater than the value in use. The key assumptions used in determining the FVLCD for the CGU is life-of-mine (“LOM”) plans, long-term commodity prices, discount rates and contribution of non-reserve mineralization. The estimates of future cash flows were derived from the most recent LOM plan. LOM plans are typically developed annually and are based on management’s current best estimates of optimized mine and processing plans, future operating costs and the assessment of capital expenditures of a mine site. The Company used estimated annual gold prices with a range from $1,187 to $1,228 per ounce based on observable market data including spot price, and industry analyst consensus. A discount rate of 9.5% was applied to present value the net future cash flows based on the weighted average cost of capital to account for geopolitical risk and other CGU specific risks, which have not been included in the cash flows such as project risk.

Page 13 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

13.

TRADE AND OTHER PAYABLES

	September 30,	December 31,
	2015	2014
	$	$
Bank overdrafts	3,855	3,653
Accounts payable	49,017	70,358
Accrued liabilities	10,081	12,385
	62,953	86,396

Accounts payable and accrued liabilities are mainly comprised of amounts outstanding for purchases relating to exploration, development, and production activities and amounts payable for professional services. The credit term period for purchases typically ranges from 30 to 120 days.

14.

DEFERRED REVENUE

In April 2015, the Company closed a gold streaming transaction for the Namoya mine with an entity funded by investment funds managed by Gramercy Funds Management LLC (the “Purchaser”). The Company received a deposit of $50,000 in exchange for the delivery of 8.33% of gold produced at the Namoya mine for an initial term of 40 years with automatic renewal for successive 15 years unless there is no mining activity for the last 15 years. At each point of delivery, the amount of the deposit is reduced by the market value of the gold delivered less the ongoing price of $150 per ounce paid by the Purchaser. In the Company’s interim condensed financial statements, the deposit is accounted for as deferred revenue. This deferred revenue is recognized based on an implied value per ounce deliverable over the estimated output of the life-of-mine. During the three and nine months ended September 30, 2015, the Company delivered 1,028 and 1,564 ounces resulting in a deferred revenue balance of $49,090 as at September 30, 2015. Based on the expected timing of the deliveries, an amount of $43,941 has been classified as non-current.

In October 2014, the Company entered into a prepayment arrangement with Auramet International, LLC (“Auramet”) (the organization through which the Company currently sells gold produced from its mines) for $6,000 to deliver a total of 5,228 ounces of gold in equal monthly deliveries of 1,307 ounces from November 2014 to February 2015. As per the agreement, the Company delivered gold in November and December 2014 with a remaining balance of $3,000 for the delivery of 2,614 ounces as of December 31, 2014. The Company delivered 1,307 ounces each in January and February 2015.

Deferred revenue of $7,369 as at December 31, 2013, represented a prepayment arrangement for the delivery of 6,250 ounces of gold to Auramet in January 2014.

In determining the appropriate recognition and presentation of the deferred revenue, the Company made judgments with regards to its arrangements including the Company’s quantity and timing of expected future production, intent of the arrangement, and the option to settle in cash.

Page 14 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

15.

BANK LOANS

During the nine months ended September 30, 2015, the Company made repayments on outstanding bank loans as per the terms of the loan agreements.

	$
Balance at January 1, 2014	42,500
Withdrawals	3,000
Renegotiation Fee	106
Repayments	(24,614	)
Balance at December 31, 2014	20,992
Withdrawals	9,000
Repayments	(13,272	)
Balance at September 30, 2015	16,720

In September 2015, the Company closed a loan facility for $9,000 from a bank in the Congo, Banque Commerciale du Congo ("BCDC"), at a rate of 9.5% interest to be repaid in nineteen equal monthly installments beginning in January 2016. During the three months ended September 30, 2015, the Company fully repaid the $3,000 credit facility from Rawbank.

The Company has accrued interest on the facilities of $80 as of September 30, 2015 (December 31, 2014 - $154) under accrued liabilities in its interim condensed consolidated statement of financial position. The Company has recorded interest expense of $nil and $nil, for the three and nine months ended September 30, 2015 (three and nine month periods ended September 30, 2014 - $119 and $770, respectively) and $176 and $1,166, respectively, was recorded in mine under construction for the three and nine month periods ended September 30, 2015 (three and nine month periods September 30, 2014 - $470 and $1,627) in relation to the bank loans.

16.

OTHER LIABILITIES

Finance lease

The gross finance lease liabilities are repayable as follows:

	September 30,		December 31,
	2015		2014
	$		$
Within one year	2,537		-
Between two and five years	2,075		-
	4,612		-
Future interest	(800	)	-
Present value of finance lease liabilities	3,812		-

The present values of finance lease liabilities are repayable as follows:

	September 30,	December 31,
	2015	2014
	$	$
Within one year	1,920	-
Between two and five years	1,892	-
Finance	3,812	-

The finance lease recognized in the current period relate to mobile equipment. Under the finance lease agreement, the Company has the option to purchase the equipment at any time by paying the remaining balance of the contract. The carrying amounts of the assets under lease as at September 30, 2015 is $4,500.The determination of whether an arrangement is, or contains, a lease is based on the substance of the contractual arrangement at inception date, including whether the arrangement contains the use of a specific asset and the right to use that asset. Where the Company receives substantially all the risks and rewards of ownership of the asset, these arrangements are classified as finance leases. Finance leases are recorded as an asset with a corresponding liability at an amount equal to the lower of the fair value of the leased asset and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance costs using the effective interest method, with the interest element of the lease charged to the consolidated statement of comprehensive (loss)/income as a finance cost. Property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term.

Page 15 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

All other leases are classified as operating leases. Operating lease payments are recognized in the consolidated statement of comprehensive (loss)/income on a straight-line basis over the lease term.

Employee retention allowance

The Company has an employee retention incentive plan under which an amount equal to one-month salary per year of service is accrued to each qualified employee up to a maximum of 10 months (or 10 years of service with the Company). To qualify for this retention allowance, an employee must complete two years of service with the Company. The full amount of retention allowance accumulated by a particular employee is paid out when the employee is no longer employed with the Company, unless there is a termination due to misconduct, in which case the retention allowance is forfeited. There is uncertainty about the timing of these outflows but with the information available and assumption that eligible employees will not be terminated due to misconduct, as at September 30, 2015, the Company had accrued a liability of $3,844 (December 31, 2014 - $3,405).

The following table summarizes information about changes to the Company’s employee retention allowance during the nine months ended September 30, 2015. As of September 30, 2015, retention allowance has been re-classified as a non-current liability in the statement of financial position.

	$
Balance as at January 1, 2014	2,777
Additions	899
Forfeitures	(92	)
Payments to employees	(179	)
Balance as at December 31, 2014	3,405
Additions	847
Forfeitures	(127	)
Payments to employees	(281	)
Balance as at September 30, 2015	3,844

17.

DERIVATIVE INSTRUMENTS

Gold Prepayment Arrangements

In February 2015, the Company closed a gold forward sale agreement relating to the Twangiza mine. The agreement provided for the prepayment by the purchaser of $20,000 for its purchase of 22,248 ounces of gold from the Twangiza mine, with the gold deliverable over three years, at 618 ounces per month. The forward sale may be terminated at any time upon payment to the purchaser of a one-time termination amount that would result in the purchaser receiving an internal rate of return of 20%. The terms of the forward sale also include a gold floor price mechanism whereby, if the gold price falls below $1,100 per ounce in any month, additional ounces are deliverable to ensure a realized gold price of $1,100 per ounce for that month. In April 2015, the Company closed a second gold forward sale agreement relating to the Twangiza mine. This agreement also provided for the prepayment by the purchaser of $20,000 for its purchase of 22,248 ounces of gold from the Twangiza mine, with the same terms as the first gold forward sale agreement referred to above. In September 2015, the said second gold forward sale agreement was amended for an additional prepayment by the purchaser of $7,000 for its purchase of an additional 8,481 ounces of gold from the Twangiza mine, with the gold deliverable beginning January 2016 over 33 months at 257 ounces per month. The Company has classified the obligation under the agreements as a financial instrument at fair value through profit or loss based on the intent, terms and nature of the agreements. Transaction costs of $nil and $300 were expensed during the three and nine months ended September 30, 2015, respectively, to the interim condensed consolidated statement of comprehensive (loss)/income. As at September 30, 2015, a fair value of $42,946 was included in derivative instruments and for the three and nine months ended September 30, 2015 a loss of $2,612 and $3,719 respectively, relating to the revaluation of the instrument was reflected in the interim condensed consolidated statement of comprehensive (loss)/income. The Company has classified $25,559 as non-current based on the expected timing of extinguishing the instrument.

Page 16 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

In February 2015, the Company closed a gold prepayment arrangement with Auramet for $3,000 to deliver 840 ounces each for three consecutive months. The Company classified the obligation under the agreement as a financial instrument at fair value through profit or loss based on the intent, terms and nature of the agreement. The first delivery was made in March 2015. As at September 30, 2015, the Company had delivered all ounces for this arrangement. During the three and nine months ended September 30, 2015, a loss of $nil and $24, respectively, relating to the revaluation of the instrument was reflected in the interim condensed consolidated statement of comprehensive (loss)/income.

In May 2015, the Company closed a gold forward sale agreement with Rawbank SA relating to the Twangiza mine. The agreement provided a prepayment of $10,000 for the delivery of 9,508 ounces of gold in monthly quantities of 396 ounces over a period of 24 months. The agreement may be terminated at any time upon payment to the purchaser of a one-time termination amount that would result in the purchaser receiving an internal rate of return of 13%. The terms of the agreement also include a gold floor price mechanism whereby, if the gold price falls below $1,150 per ounce in any month, additional ounces are deliverable to ensure a realized gold price of $1,150 per ounce for that month. As at September 30, 2015, a fair value of $7,841 was included in derivative instruments and for the three and nine months ended September 30, 2015, the Company reflected a gain of $358 and $309 in the interim condensed consolidated statement of comprehensive (loss)/income relating to the revaluation of the instrument. Based on the expected timing of deliveries, an amount of $3,124 has been classified as non-current.

In August 2015, the Company closed an agreement with a project vendor to deliver 2,842 ounces of gold in monthly quantities of 129 ounces over a period of 22 months. The agreement may be terminated at any time upon payment to the purchaser of a one-time termination amount that would result in the purchaser receiving an internal rate of return of 19%. The terms of the agreement also include a gold floor price mechanism whereby, if the gold price falls below $1,100 per ounce in any month, additional ounces are deliverable to ensure a realized gold price of $1,100 per ounce for that month. As at September 30, 2015, a fair value of $2,271 was included in derivative instruments and for the three and nine months ended September 30, 2015, the Company reflected a loss of $113 in the interim condensed consolidated statement of comprehensive (loss)/income relating to the revaluation of the instrument. Based on the expected timing of deliveries, an amount of $637 has been classified as non-current.

As at December 31 2014, the Company had an outstanding obligation, valued at $1,291, for the delivery of 535 ounces per month in January and February 2015. In February 2015, the Company had delivered all ounces for this arrangement. A fair value loss of $nil and $111 on this obligation was reflected for the three and nine months ended September 30, 2015, respectively, in the interim condensed consolidated statement of comprehensive (loss)/income.

	Twangiza GSA		Rawbank		Project Vendor		Total
	$		$		$		$
Prepayment received	47,000		10,000		2,894		59,894
Gold delivered	(8,598	)	(1,850	)	(736	)	(11,184	)
Fair value loss/(gain)	4,544		(309	)	113		4,348
Balance as at September 30, 2015	42,946		7,841		2,271		53,058
Current portion	17,387		4,717		1,634		23,738
Non-current portion	25,559		3,124		637		29,320

Page 17 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

Call Options

In connection with a gold prepayment arrangement in August 2015, the Company issued call options for the purchase of 1,500 ounces of gold at a price of $1,185 per ounce, 500 ounces of gold at a price of Cdn $1,500 per ounce, both of which expired unexercised during September 2015, and an additional 500 ounces of gold at a price of $1,200 per ounce in October 2015, which remain outstanding as at September 30, 2015. The call options were initially recognized at their fair value of $11. During the three and nine months ending September 30, 2015, the Company reflected a fair value gain of $11 on these call options in the interim condensed consolidated statement of comprehensive (loss)/income (three and nine months ended September 30, 2014 - $nil).

In connection with the gold prepayment arrangement in February 2015, the Company issued call options for the purchase of 6,000 ounces of gold in September 2015 at a price of $1,300 per ounce. The call options were initially recognized at their fair value of $96 and expired unexercised. During the three and nine months ended September 30, 2015, the Company reflected a realized fair value gain of $nil and $96 on these call options in the interim condensed consolidated statement of comprehensive (loss)/income (three and nine months ended September 30, 2014 - $nil).

As at June 30, 2015, the Company had outstanding call options for the purchase of 1,250 ounces of gold per month for 3 months starting in July 2015 at a price of $1,400 per ounce. During the nine months ended September 30, 2015, all of these call options expired unexercised. During the three and nine months ended September 30, 2015, the Company reflected a realized fair value gain of $nil and $16, respectively on these call options in the interim condensed consolidated statement of comprehensive (loss)/income (three and nine months ended September 30, 2014 - $nil).

Warrants to Purchase Common Shares

On August 18, 2014, warrants were issued as a part of a debt facility arranged by the Company (see Note 19). The warrants entitle the holders thereof to acquire 13.3 million common shares of the Company at a price of Cdn$0.269 per share for a period of 3 years, expiring August 18, 2017. As at September 30, 2015, all warrants issued were outstanding. For the three and nine months ended September 30, 2015, the Company reflected a fair value gain on the revaluation of these warrants of $1,384 and a fair value loss of $165, respectively, in the interim condensed consolidated statement of comprehensive (loss)/income (three and nine months periods ended September 30, 2014 – fair value gain of $10 and $10). As of September 30, 2015, the Company recorded a fair value derivative liability of $251 (December 31, 2014 - $86). As of September 30, 2015, warrants have been classified as a current liability on the statement of financial position.

		$
Fair value, December 31, 2014		86
Fair value loss		165
Balance as at September 30, 2015		251

18.

PROVISION FOR CLOSURE AND RECLAMATION

The Company recognizes a provision related to its constructive and legal obligations in the Congo to restore its properties. The cost of this obligation is determined based on the expected future level of activity and costs related to decommissioning the mines and restoring the properties. The provision for the Twangiza mine is calculated at the net present value of the estimated future undiscounted cash flows using an interest rate of 9.57% and estimated future undiscounted liability of $9,060 (December 31, 2014 - $9,060). For the nine months ended September 30, 2015, it was determined that the mine life was extended to 14 years, from 10 years, due to the increased reserve capacity at Twangiza. The provision for the Namoya mine is calculated at the net present value of the future estimated undiscounted liability using an interest rate of 9.57%, a mine life of 10 years, and estimated future undiscounted liability of $10,525 (December 31, 2014 - $10,281). For the three and nine months ended September 30, 2015, the Company recorded accretion expense of $160 and $506 (three and nine months ended September 30, 2014 - $209 and $464) in the interim condensed consolidated statement of comprehensive (loss)/income. As at September 30, 2015, the Company recorded a provision for mine rehabilitation of $7,220 (December 31, 2014 - $7,755).

Page 18 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

	Twangiza		Namoya	Total
	Mine		Mine
	$		$	$
Balance at January 1, 2014	2,023		2,195	4,218
Change in discount rate	1,371		1,557	2,928
Unwinding of the discount rate	293		327	620
Addition/(decrease) in obligation	(54	)	43	(11	)
Balance at December 31, 2014	3,633		4,122	7,755
Change in life of mine	(1,142	)	-	(1,142	)
Additions	-		101	101
Unwinding of the discount rate	210		296	506
Balance at September 30, 2015	2,701		4,519	7,220

19.

LONG-TERM DEBT

On August 18, 2014, the Company closed a liquidity backstop facility (the “Facility”) for gross aggregate proceeds of up to $35,000. The Facility provided for the issuance by the Company of two classes of notes, defined as Priority Lien Notes and Parity Lien Notes, as well as common share purchase warrants of the Company (see Note 17c). The notes had a maturity date of July 31, 2016, but were prepaid as a part of the Namoya gold streaming transaction completed on April 30, 2015. Any interest payable on or before July 31, 2015 could be capitalized monthly by the Company by adding the accrued interest to the outstanding principal of the notes. The amount of capitalized interest up to the date of prepayment was $4,878.

On August 18, 2014, the Company drew down under the Facility a total of $27,700 ($19,700 in Priority Lien Notes and $8,000 in Parity Lien Notes). On August 29, 2014, the Company drew down under the Facility an additional $3,000 (evidenced by Priority Lien Notes). The monthly interest payable on the notes from August 31 to December 31 was capitalized. On October 17, 2014, the Company drew down the remaining balance of $4,300 in Priority Lien Notes. On December 9, 2014, the Facility was amended to increase the aggregate proceeds limit to $37,000 and the Company drew down an additional $2,000 in Parity Lien Notes.

The Company recognized the long-term debt portion of the securities issued under the Facility, at a fair value of $36,640 less transaction costs of $1,143, in its interim condensed consolidated statement of financial position. As a portion of the proceeds from the Facility is attributable to the construction of the Namoya mine, the Company capitalized 100% of borrowing costs for the $2,000 in Parity Lien Notes and the related portion of all other borrowing costs calculated using a rate of 21.91% . For the three and nine months ended September 30, 2015, the Company capitalized borrowing costs of $nil and $680 respectively (three and nine months ended September 30, 2014 - $149) to Mine under Construction and recognized $nil and $1,829, respectively (three and nine months ended September 30, 2014 - $530) of borrowing costs under finance expense in its interim condensed consolidated statement of comprehensive (loss)/income. As of September 30, 2015, the Company included capitalized interest on the outstanding principal of $nil (December 31, 2014 - $2,369) under long-term debt in its interim condensed consolidated statement of financial position. In April 2015, the entire Facility was repaid in the amount of $40,374, including capitalized interest of $4,878. The repayment resulted in a loss on extinguishment of $327.

On March 2, 2012, the Company closed a debt offering for gross proceeds of $175,000 (the ‘‘Offering’’). A total of 175,000 units (the ‘‘Units’’) of the Company were issued. Each Unit consisted of $1 principal amount of notes (“the Notes”) and 48 common share purchase warrants (the “Warrants”) of the Company. The Notes will mature March 1, 2017 and bear interest at a rate of 10%, accruing and payable semi-annually in arrears on March 1 and September 1 of each year. Each Warrant entitles the holder thereof to acquire one common share of the Company at a price of $6.65 for a period of five years, expiring March 1, 2017.

The Company recognized the long-term debt portion of the Units, at its fair value of $160,959 less transaction costs of $9,197, in its interim condensed consolidated statement of financial position. The residual value of $14,041 less $789 in transaction costs has been attributed to the Warrants. As a portion of the proceeds from the Offering is attributable to the construction of the Namoya mine, the Company will capitalize the related portion, 88%, of all borrowing costs. As at September 30, 2015, the fair value of the long-term debt is $70,000 (December 31, 2014 - $113,750) which is valued using a market approach. For the three and nine months ended September 30, 2015, the Company capitalized borrowing costs of $4,954 and $14,863 (three and nine months ended September 30, 2014 – $4,820 and $14,458) to Mine under Construction and recognized $760 and $2,065 (three and nine months ended September, 2014 - $742 and $2,081) of borrowing costs under finance expense in its interim condensed consolidated statement of comprehensive (loss)/income. As of September 30, 2015, the Company included accrued interest on the long-term debt of $1,458 (December 31, 2014 - $5,833) under accrued liabilities in its interim condensed consolidated statement of financial position.

Page 19 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

The Company has complied with its long-term debt covenants as at September 30, 2015.

	Offering	Facility		Total
	$	$		$
Balance at January 1, 2014	158,599	-		158,599
Debt issued	-	35,497		35,497
Accretion and capitalized interest	4,456	2,369		6,825
Balance at December 31, 2014	163,055	37,866		200,921

Accretion and capitalized interest	3,804	2,508		6,312
Extinguishment	-	(40,374	)	(40,374	)
Balance at September 30, 2015	166,859	-		166,859

The table below details the timing of payments for principal and interest on the long-term debt:

		Payments due by period
		Less than	One to three	Three to four	After four
	Total	one year	years	years	years
	$	$	$	$	$
Offering debt	175,000	-	175,000	-	-
Offering debt interest	26,250	17,500	8,750	-	-

20.

PREFERENCE SHARES

Authorized

The Company may issue preference shares at any time and from time to time in one or more series with designations, rights, privileges, restrictions and conditions fixed by the board of directors. The preference shares of each series shall be ranked on a parity with the preference shares of every other series and are 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 payment of dividends and the return of capital and the distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company.

Issued

On April 25, 2013 (the “Closing Date”), the Company issued 116,000 series A preference shares of the Company at a price of $25 per series A preference share (“Series A Shares”) and 1,200,000 preferred shares of a subsidiary (“Subco”) of the Company (the “Subco Shares”) combined with 1,200,000 associated series B preference shares (“Series B Shares”) of the Company at a price of $25 per combined Subco Share and Series B Share, for gross aggregate proceeds of $32,900. Collectively, the Series A Shares and Subco Shares are referred to as the “Preference Shares”.

Quarterly preferential cumulative cash dividends will accrue and, if, as and when declared by the applicable board of directors are payable on the last day of each of March, June, September and December in each year from the date of issuance. The amount of dividends that will accrue on the Preference Shares on any dividend payment date shall be an amount per share equal to the product obtained by multiplying (i) the Dividend Liquidation Preference (as defined below) on such dividend payment date by (ii) the quotient obtained by dividing (A) the Production Schedule Yield (as defined below) on such dividend payment date by (B) four.

Page 20 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

The “Dividend Liquidation Preference” of a Preference Share on any dividend payment date means an amount equal to (i) the simple average of the afternoon London Gold Fix price per troy ounce for each trading day during the three month period ending on the immediately preceding dividend payment date multiplied by (ii) 0.017501.

The “Production Schedule Yield” means for any dividend payment date the percentage rate appearing under the heading “Annual Dividend Yield” in the table below corresponding to the Monthly Production Level for such dividend payment date (where Monthly Production Level for any dividend payment date refers to the average monthly production level during the three-month period ending on the immediately preceding dividend payment date).

Monthly Production	Annual Dividend
Level (ounces)	Yield (%)
< 8,001	10.00
8,001 - 9,000	10.50
9,001 - 10,000	11.00
10,001 - 11,000	11.50
11,001 - 12,000	12.00
12,001 - 13,000	12.50
13,001 - 14,000	13.00
14,001 - 15,000	13.50
15,001 - 16,000	14.00
16,001 - 17,000	14.50
> 17,000	15.00

The Preference Shares are not redeemable at the option of the Company or Subco, as applicable, until the later of (i) the first date on which the Company and its subsidiaries have achieved total cumulative gold production of 800,000 ounces from and including the Closing Date and (ii) the date that is five years from the Closing Date.

Commencing on the first day after the date that is five years from the Closing Date, for so long as the Company and its subsidiaries have achieved total cumulative gold production that is less than 800,000 ounces from the Closing Date, each holder of the Preference Shares will have the option at any time to require the Company or Subco, as applicable, to redeem all or a part of its Preference Shares.

Commencing on the tenth anniversary of the Closing Date, each holder of a Preference Share will have the option at any time to require the Company or Subco, as applicable, to redeem the Preference Shares legally available for such purpose.

The Series B Shares were issued for a nominal price and are held by the sole holder of all of the Subco Shares. The terms of the Series B Shares provide that, in the event that two quarterly dividend payments (whether or not consecutive) on the Subco Shares or the Series A Shares shall have accrued and been unpaid, the holders of the Series B Shares will be entitled to notice of, and to attend, at each annual and special meeting of shareholders or action by written consent at which directors of the Company will be elected and will be entitled to a separate class vote, together with the holders of the Series A Shares and the holders of any other series of shares of the Company ranking on a parity with such Series B Shares or Series A Shares either as to dividends or the distribution of assets upon liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable to elect two members to the board of directors of the Company (each a "Preferred Holder Director") until dividends on the Subco Shares or Series A Shares have been paid in full or declared and set apart in trust for payment (whereupon such right shall cease unless and until another quarterly dividend payment on the Subco Shares or Series A Shares shall have accrued and been unpaid).

The Company has classified the Preference Shares as financial instruments measured at fair value through profit or loss for reporting purposes given that the shares contain an embedded derivative since they may possibly be redeemed at the option of the holder at a future date at a value based on future circumstances. The Preference Shares are revalued at each reporting date, with a gain or loss reported in the Company’s interim condensed consolidated statement of comprehensive (loss)/income. On issuance, the Company recognized the Preference Shares at their fair value of $32,900 in its interim condensed consolidated statement of financial position. As at September 30, 2015, the Company has recognized the Preference Shares at their fair value of $27,941 (December 31, 2014 - $32,626). For the three and nine months ended September 30, 2015, a gain of $1,622 and $3,095 was recorded in the interim condensed consolidated statement of comprehensive (loss)/income for the change in fair value of the derivative financial liability (three and nine months ended September 30, 2014 – gain of $2,257 and $18). As at September 30, 2015, accrued dividends of $nil were included in the Preference Shares balance. The fair value of the Preference Shares was obtained by using a market approach.

Page 21 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

During the nine months ended September 30, 2015, the Company declared and paid dividends on the Preference Shares in the amount of $3,514 in respect of the dividend payment dates of September 31, 2014, December 31, 2014, March 31, 2015, and June 30, 2015. As at September 30, 2015, accrued dividends of $927 in respect of the dividend payment date of September 30, 2015 were included in accrued liabilities. For the three and nine months ended September 30, 2015, $155 and $461 of dividends were capitalized to mine under construction.

In February 2014, the Company completed a $40,000 financing through a non-brokered private placement (the "Private Placement") involving the issuance of preferred shares (collectively, the “Private Placement Preferred Shares”) of two of the Company's subsidiaries (Namoya (Barbados) Limited and Twangiza (Barbados) Limited). The Private Placement Preferred Shares pay an 8% cumulative preferential cash dividend, payable quarterly, and mature on June 1, 2017. At the option of the holders and at any time before the maturity date, the holders will be entitled to exchange their Private Placement Preferred Shares into 63 million common shares of the Company at a strike price of $0.5673 per common share. A portion of the proceeds from the Private Placement were used towards the completion of the Namoya Mine; therefore, a portion of the dividends accrued and paid were capitalized to mine under construction. The first four dividend payments on the Private Placement Preferred Shares could be deferred by the Company and accumulated at an annual rate of 10%. The dividend payments due on September 2, 2014, December 1, 2014 and March 1, 2015 were deferred. During the three months and nine months ended September 30, 2015, dividends of $868 and $1,736, respectively, were paid.

The Company has elected to classify the Private Placement Preferred Shares as financial instruments measured at fair value through profit or loss for reporting purposes given that the shares comprise multiple embedded derivatives. The Private Placement Preferred Shares are revalued at each reporting date, with a gain or loss reported in the Company’s interim condensed consolidated statement of comprehensive (loss)/income. On issuance, the Company recognized the Private Placement Preferred Shares at their fair value of $40,000 in its interim condensed consolidated statement of financial position. As at September 30, 2015, the Company has recognized the Private Placement Preferred Shares at their fair value of $39,752 (December 31, 2014 - $38,490). For the three and nine months ended September 30, 2015, a gain of $466 and loss of $1,262 respectively, were included in the interim condensed consolidated statement of comprehensive (loss)/income for the change in fair value of the derivative financial liability (three and nine month periods ended September 30, 2014 – gain of $746 and $1,554). The fair value of the Private Placement Preferred Shares was obtained by using a market approach. As at September 30, 2015, capitalized dividends of $3,634 were included in the Private Placement Preferred Shares balance of $39,752 (December 31, 2014 – capitalized dividends of $2,591). For the three and nine months ended September 30, 2015, dividends of $284 and $1,004, respectively, were capitalized to mine under construction (three and nine month periods ended September 30, 2014 - $349 and $611) and for the three and nine months ended September 30, 2015, dividend expense of $586 and $2,062 were reflected in the interim condensed consolidated statement of comprehensive (loss)/income (three and nine months ended September 30, 2014 - $538 and $1,256).

Page 22 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

Issued and outstanding preference/preferred shares are as follows (number of shares in thousands):

	Number of Shares	Fair Value
	(in thousands)	$
Series A Preference Shares
Balance as at January 1, 2014	116	2,466
Accrued cumulative dividends	-	140
Change in fair value during the year	-	271
Balance as at December 31, 2014	116	2,877
Accrued cumulative dividends	-	75
Dividend payments	-	(215	)
Change in fair value during the period	-	(273	)
Balance as at September 30, 2015	116	2,464

Subco Shares*
Balance as at January 1, 2014	1,200	25,506
Accrued cumulative dividends	-	1,450
Change in fair value during the year	-	2,793
Balance as at December 31, 2014	1,200	29,749
Accrued cumulative dividends	-	774
Dividend payments	-	(2,224	)
Change in fair value during the period	-	(2,822	)
Balance as at September 30, 2015	1,200	25,477

Namoya Barbados Private Placement Preferred Shares
Issued on February 28, 2014	20	20,000
Issued as dividends-in-kind	1	-
Change in fair value during the year	-	(755	)
Balance as at December 31, 2014	21	19,245
Issued as dividends-in-kind	-	-
Change in fair value during the period	-	631
Balance as at September 30, 2015	21	19,876

Twangiza Barbados Private Placement Preferred Shares
Issued on February 28, 2014	20	20,000
Issued as dividends-in-kind	1	-
Change in fair value during the year	-	(755	)
Balance as at December 31, 2014	21	19,245
Issued as dividends-in-kind	-	-
Change in fair value during the period	-	631
Balance as at September 30, 2015	21	19,876

Total Balance as at December 31, 2014		71,116
Total Balance as at September 30, 2015		67,693

*There are another 1,200 series B preference shares of the Company associated with the Subco Shares.

Page 23 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

21.

SHARE CAPITAL

Authorized

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, with no par value. All share, option and warrant amounts are presented in thousands.

The holders of 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 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 share ranking senior to the common shares, the holders of the common shares are entitled to (a) receive any dividend as and when declared by the board of directors, out of the assets of the Company properly applicable to 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.

The Company may issue preference shares at any time and from time to time in one or more series with designation, rights, privileges, restrictions and conditions fixed by the board of directors. The preference shares of each series are ranked on parity with the preference shares of every series and are 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 payment of dividends and the return of capital and the distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company.

As of September 30, 2015, the Company had 252,151 common shares issued and outstanding (December 31, 2014 – 252,101).

	Number of shares
	(in thousands)		Amount
Balance as at Jan 1, 2014	252,101	$	518,615

Balance as at December 31, 2014	252,101	$	518,615

Exercise of stock options	50		12
Balance as at September 30, 2015	252,151	$	518,627

Share purchase warrants (in thousands)

As part of the Offering disclosed in Note 19, the Company issued to the investors 8,400 Warrants, each of which is exercisable to acquire one common share of the Company at a price of $6.65 until March 1, 2017. As of September 30 2015, the Company had 8,400 Warrants outstanding (December 31, 2014 – 8,400).

In April 2013, the Company issued 735 broker warrants each of which was exercisable to acquire one common share of the Company at a price of Cdn$3.25 until February 24, 2015. As of September 30, 2015, all of these warrants were expired (December 31, 2014 – 735).

(Loss)/income per share

(Loss)/income per share was calculated on the basis of the weighted average number of common shares outstanding for the three and nine months ended September 30, 2015, amounting to 252,151 and 252,130, respectively (three and nine months ended September 30, 2014 – 252,101) common shares. Diluted income per share was calculated using the treasury stock method. The diluted weighted average number of common shares outstanding for the three and nine months ended September 30, 2015 is 252,151 and 252,130 common shares (three and nine months ended September 30, 2014 – 252,101). During the three and nine months ended September 30, 2015, 1,815 and 1,533 potential common shares related to stock option and warrants that would dilute basic earnings per share have not been included as they are anti-dilutive.

Page 24 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

22.

SHARE-BASED PAYMENTS

Stock option plan

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. No amounts are paid or payable by the recipient on receipt of the option, and the exercise of the options granted is not dependent on any performance-based criteria. In accordance with these programs, options are exercisable at a price not less than the closing market price of the shares on the day prior to the grant date.

Options granted typically have a contractual life of five years from the date of grant. Options granted during 2015 had a vesting schedule of one-third of the options vesting on the grant date, one-third on the 12 month anniversary, and the remaining third on the 24 month anniversary.

The following tables summarize information about stock options (option numbers in thousands):

For the nine months ended September 30, 2015:

		During the Period					Weighted
							average
Exercise Price Range	Opening					Closing	remaining	Vested &	Unvested
(Cdn$)	Balance	Granted	Exercised	Forfeiture	Expired	Balance	contractual	Exercisable
							life (years)
0.00 - 0.79	-	10,460	(50)	(215)	-	10,195	4.33	3,399	6,796
0.80 - 1.00	5,690	-	-	(285)	-	5,405	3.41	4,620	785
1.01 - 2.35	1,935	-	-	(722)	(1,212)	1	0.00	1	-
2.36 - 4.75	7,921	-	-	(1,601)	(20)	6,300	1.31	6,300	-
	15,546	10,460	(50)	(2,823)	(1,232)	21,901	3.12	14,320	7,581
Weighted Average Exercise Price (Cdn$)	3.01	0.21	0.20	3.25	2.18	1.59		2.29	0.27

For the nine months ended September 30, 2014:

Exercise Price Range	Opening	During the Period				Closing	Weighted average	Vested &	Unvested
(Cdn$)	Balance					Balance	remaining	Exercisable
		Granted	Exercised	Forfeiture	Expired		contractual
							life (years)
0.80 - 0.99	2,830	3,465	-	(225)	-	6,070	4.40	320	5,750
1.00 - 2.35	3,822	60	-	(401)	(1,765)	1,716	0.81	1,716	-
2.40 - 4.75	8,984	-	-	(840)	(50)	8,094	2.33	8,094	-
	15,636	3,525	-	(1,466)	(1,815)	15,880	2.02	10,130	5,750
Weighted Average Exercise Price (Cdn$)	3.26	0.80		2.94	2.17	2.87		4.00	0.89

The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price based on the historic share price movement, the term of the stock option, the expected life based on past experience, the share price at grant date, expected price volatility of the underlying share based on the historical weekly share price, the expected dividend yield and the risk free interest rate as per the Bank of Canada for the term of the stock option.

Page 25 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

There were 10,460 stock options granted during the nine months ended September 30, 2015. The assessed fair value, using the Black-Scholes option pricing model, of stock options granted during the nine-month ended September 30, 2015 was a weighted average Cdn$0.12 per stock option.

The following table sets out model inputs for stock options granted during the nine months ended September 30, 2015 and year ended December 31, 2014:

Year ended	September 30, 2015	December 31, 2014
Risk free interest rate	0.46 - 1.00%	1.05 - 1.10%
Expected life	3 years	3 years
Annualized volatility	85.64 - 93.46%	75.99 - 76.27%
Dividend yield	0.00%	0.00%
Forfeiture rate	2.00%	2.00%
Grant date fair value	$0.09 - $0.25	$0.16 - $0.27

During the three and nine months ended September 30, 2015, the Company recognized in the interim condensed consolidated statement of comprehensive (loss)/income an expense of $92 and $649 (three and nine month periods ended September 30, 2014 – $209 and $460) representing the fair value at the date of grant of stock options previously granted to employees, directors and officers under the Company’s Stock Option Plan. In addition, an amount of $22 and $159 for the three and nine months ended September 30, 2015, respectively, (three and nine month periods ended September 30, 2014 – $60 and $163) related to stock options issued to employees of the Company’s subsidiaries in the Congo was capitalized to the exploration and evaluation asset and to mine under construction.

These amounts were credited accordingly to contributed surplus in the interim condensed consolidated statements of financial position.

Share Appreciation Rights Plan

In June 2013, the Company established an incentive Share Appreciation Rights (“SARs”) Plan under which non-transferable cash-settled SARs may be granted to directors, officers, or employees of the Company or any of its subsidiaries. No amounts are paid or payable by the recipient on receipt of the SAR, and the exercise of the SARs granted is not dependent on any performance-based criteria.

Under this SARs Plan, all of the SARs granted to date vest on the 12 month anniversary of their grant date. SARs granted to date have a contractual life of two years from the date of grant. As at September 30, 2015 the SARs granted to date had expired.

The following tables summarize information about SARs (number of SARS in thousands) during the nine months ended September 30, 2015:

		During the Period					Weighted
							average
Exercise Price (Cdn$)	Opening					Closing	remaining	Vested &	Unvested
	Balance	Granted	Exercised	Forfeiture	Expired	Balance	contractual	Exercisable
							life (years)
$2.30	500	-	-	-	(500)	-	-	-	-
	500	-	-	-	(500)	-	-	-	-
Weighted Average Exercise Price (Cdn$)	2.30	-	-	-	-	-	-	-	-

The fair value at grant date and at each reporting date is determined using a Black-Scholes option pricing model. The expected price volatility is based on the historic volatility (based on the remaining life of the SARs), adjusted for any expected changes to future volatility due to publicly available information.

Page 26 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

During the three and nine months ended September 30, 2015, the Company recognized in the interim condensed consolidated statement of comprehensive (loss)/income a change in fair value of $nil, (three and nine month periods ended September 30, 2014 - $8 and $24) representing the fair value at the date of grant of SARs, less changes in fair value, previously granted under the Company’s SARs Plan.

23.

COMMITMENTS AND CONTINGENCIES

The Company has entered into a number of leases for buildings with renewal terms whereby the lease agreements can be extended based on market prices at the time of renewal. There are no restrictions placed upon the lessee by entering into these leases.

The Company's future minimum operating lease commitments for office premises as at September 30, 2015 are as follows:

2015	$	119
2016		476
2017		296
	$	891

The Company is committed to the payment of surface fees and taxes on its 14 exploration permits. The surface fees and taxes are required to be paid annually under the Congo Mining Code in order to keep exploration permits in good standing.

In addition to the above matters, the Company and its subsidiaries are also subject to routine legal proceedings and tax audits. The Company does not believe that the outcome of any of these matters, individually or in aggregate, would have a material effect on its consolidated income/loss, cash flow or financial position.

24.

RELATED PARTY TRANSACTIONS

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation, and are not disclosed in this note.

Key Management Remuneration

The Company’s related parties include key management. Key management includes directors (executive and non-executive), the Chief Executive Officer (“CEO”), the Executive Chairman, the Chief Financial Officer, and the Vice Presidents reporting directly to the CEO. The remuneration of the key management of the Company as defined above, during the three and six months ended September 30, 2015 and 2014 was as follows:

	Three months ended,		Nine months ended,
	September 30,	September 30,	September 30,	September 30,
	2015	2014	2015	2014
	$	$	$	$
Short-term employee benefits	857	713	2,507	1,990
Share-based payments	85	216	591	514
Other benefits	19	20	57	53
Employee retention allowance	63	53	189	145
	1,024	1,002	3,344	2,702

As of September 30, 2015, the Company had an outstanding balance of $689 owed as a part of the 2013 settlement with the former CEO. It is payable in monthly installments expiring in the second quarter of 2016.

During the three and nine months ended September 30, 2015, directors fees of $97 and $227 (three and nine month months ended September 30, 2014 - $139 and $308) were incurred for non-executive directors of the Company. As of September 30, 2015, $nil was included in accrued liabilities as a payable to three directors (December 31, 2014 - $86).

Page 27 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

25.

SEGMENTED REPORTING

The Company has three reportable segments: mining operations, mineral exploration, and the development of precious metal projects in the Congo. The operations of the Company are located in two geographic locations: Canada and the Congo. The Company’s corporate head office is located in Canada and is not an operating segment. All of the Company’s operating revenues are earned from production in the Congo and its mining, exploration and development projects are located in the Congo. All of the Company’s revenues from the sale of gold bullion in the Congo are to a single customer.

For the three months ended
September 30, 2015	Mining
	Operations		Exploration	Development		Corporate		Total
	$		$	$		$		$
Operating revenue	38,504		-	-		-		38,504
Total mine operating expenses	(23,084	)	-	-		-		(23,084	)
Gross earnings from operations	15,420		-	-		-		15,420

General and administrative	(1,005	)	-	-		(1,416	)	(2,421	)
Share-based payments	(10	)	-	-		(82	)	(92	)
Other charges and provisions	(2,368	)	-	(113	)	3,481		1,000
Impairment charges	-		-	(23,000	)	-		(23,000	)
Net income/(loss) from operations	12,037		-	(23,113	)	1,983		(9,093	)

Finance expenses	(832	)	-	(99	)	(2,208	)	(3,139	)
Foreign exchange (loss)/gain	(217	)	-	-		237		20
Interest income	-		-	-		1		1
Net income/(loss)	10,988		-	(23,212	)	13		(12,211	)

Gross capital expenditures	9,065		2,863	36,853		-		48,781

For the three months ended	Mining
September 30, 2014	Operations		Exploration	Development		Corporate		Total
	$		$	$		$		$
Operating revenue	33,285		-	-		-		33,285
Total mine operating expenses	(25,192	)	-	-		-		(25,192	)
Gross earnings from operations	8,093		-	-		-		8,093

General and administrative	(1,569	)	-	-		(1,559	)	(3,128	)
Share-based payments	(20	)	-	-		(181	)	(201	)
Other charges and provisions	-		-	-		3,003		3,003

Net income from operations	6,504		-	-		1,263		7,767

Finance expenses	(1,153	)	-	(82	)	(2,580	)	(3,815	)
Foreign exchange (loss)/gain	(20	)	-	-		(182	)	(202	)
Interest income	-		-	-		-		-
Net income/(loss)	5,331		-	(82	)	(1,499	)	3,750

Gross capital expenditures	2,356		2,193	30,483		30		35,062

Page 28 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

For the nine months ended
September 30, 2015	Mining
	Operations		Exploration	Development		Corporate		Total
	$		$	$		$		$
Operating revenue	122,104		-	-		-		122,104
Total mine operating expenses	(75,433	)	-	-		-		(75,433	)
Gross earnings from operations	46,671		-	-		-		46,671

General and administrative	(3,791	)	-	-		(5,080	)	(8,871	)
Share-based payments	(85	)	-	-		(564	)	(649	)
Other charges and provisions	(4,497	)	-	(113	)	2,833		(1,777	)
Impairment charges	-		-	(73,200	)	-		(73,200	)
Net income/(loss) from operations	38,298		-	(73,313	)	(2,811	)	(37,826	)

Finance expenses	(3,964	)	-	(296	)	(12,218	)	(16,478	)
Foreign exchange (loss)/gain	(262	)	-	-		466		204
Interest income	-		-	-		3		3
Net income/(loss)	34,072		-	(73,609	)	(14,560	)	(54,097	)

Gross capital expenditures	14,083		7,953	92,841		-		114,877

For the nine months ended	Mining
September 30, 2014	Operations		Exploration	Development		Corporate		Total
	$		$	$		$		$
Operating revenue	90,258		-	-		-		90,258
Total mine operating expenses	(71,833	)	-	-		-		(71,833	)
Gross earnings from operations	18,425		-	-		-		18,425

General and administrative	(2,528	)	-	-		(4,655	)	(7,183	)
Share-based payments	15		-	-		(451	)	(436	)
Other charges and provisions	-		-	-		339		339

Net income/(loss) from operations	15,912		-	-		(4,767	)	11,145

Finance expenses	(3,334	)	-	(245	)	(7,289	)	(10,868	)
Foreign exchange (loss)/gain	(20	)	-	-		(213	)	(233	)
Interest income	-		-	-		4		4
Net income/(loss)	12,558		-	(245	)	(12,565	)	48

Gross capital expenditures	11,125		9,250	73,685		80		94,140

Page 29 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

Certain items from the Company’s statements of financial position are as follows:

September 30, 2015	Mining
	Operations		Exploration		Development		Corporate		Total
	$		$		$		$		$
Total non-current assets	274,250		138,222		408,604		274		821,350
Total assets	312,316		139,184		417,349		957		869,806
Provision for closure and reclamation	(2,701	)	-		(4,519	)	-		(7,220	)
Long-term debt	-		-		-		(166,859	)	(166,859	)
Long-term portion of bank loans	-		-		(4,458	)	-		(4,458	)
Total liabilities	(83,606	)	(4,687	)	(102,081	)	(241,126	)	(431,500	)

December 31, 2014	Mining
	Operations		Exploration		Development		Corporate		Total
	$		$		$		$		$
Total non-current assets	281,278		130,464		431,167		1,253		844,162
Total assets	315,599		131,313		438,241		2,329		887,482
Provision for closure and reclamation	(3,633	)	-		(4,122	)	-		(7,755	)
Long-term debt	-		-		-		(200,921	)	(200,921	)
Long-term portion of bank loans	-		-		(3,869	)	-		(3,869	)
Total liabilities	(41,287	)	(6,361	)	(63,099	)	(284,231	)	(394,978	)

Geographic segmentation of non-current assets is as follows:

September 30, 2015	Property, Plant and	Mine Under	Exploration and	Long-term	Inventory
	Equipment	Construction	Evaluation	Investment		Total
	$	$	$	$	$	$
Congo	291,793	387,713	137,912	-	3,658	821,076
Canada	130	-	-	144	-	274
	291,923	387,713	137,912	144	3,658	821,350

December 31, 2014	Property, Plant and	Mine Under	Exploration and	Long-term	Inventory
	Equipment	Construction	Evaluation	Investment		Total
	$	$	$	$	$	$
Congo	294,818	414,258	129,959	-	3,874	842,909
Canada	192	-	-	1,061	-	1,253
	295,010	414,258	129,959	1,061	3,874	844,162

Page 30 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

26.

PRODUCTION COSTS

Production costs for the Company’s Twangiza Mine for the three and nine months ended September 30, 2015 and 2014 are as follows:

	For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2015		2014		2015		2014
	$		$		$		$
Raw materials and consumables	(8,688	)	(7,889	)	(25,976	)	(25,037	)
Salaries	(4,156	)	(4,006	)	(13,123	)	(10,976	)
Contractors	(2,548	)	(1,980	)	(8,547	)	(6,796	)
Other overhead	(3,196	)	(2,644	)	(9,095	)	(7,432	)
Inventory adjustments	1,325		(178	)	640		(2,161	)
	(17,263	)	(16,697	)	(56,101	)	(52,402	)

27.

GENERAL AND ADMINISTRATIVE EXPENSES

	For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2015		2014		2015		2014
	$		$		$		$
Salaries and employee benefits	(805	)	(687	)	(2,524	)	(2,147	)
Consulting, management, and professional fees	(177	)	(455	)	(989	)	(1,008	)
Office and sundry	(382	)	(287	)	(1,715	)	(979	)
Congo corporate office	(857	)	(1,479	)	(2,861	)	(2,396	)
Depreciation	(13	)	(18	)	(61	)	(49	)
Other	(187	)	(202	)	(721	)	(604	)
	(2,421	)	(3,128	)	(8,871	)	(7,183	)

28.

FINANCE EXPENSES

		For the three months ended				For the nine months ended
		September 30,		September 30,		September 30,		September 30,
	Note	2015		2014		2015		2014
		$		$		$		$
Dividends on Preference Shares	20	(771	)	(737	)	(2,387	)	(2,224	)
Dividends on Private Placement Preferred Shares	20	(586	)	(538	)	(2,064	)	(1,256	)
Transaction costs	19, 20	(93	)	(10	)	(4,702	)	(1,220	)
Interest and bank charges		(1,550	)	(2,376	)	(6,840	)	(5,704	)
Accretion	18	(160	)	(154	)	(506	)	(464	)
Income from derivative instruments		21		-		21		-
		(3,139	)	(3,815	)	(16,478	)	(10,868	)

Page 31 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

29.

OTHER CHARGES AND PROVISIONS, NET

	For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2015		2014		2015		2014
	$		$		$		$
Legal and shareholder services¹	-		(102	)	-		(671	)
Gain/(loss) on change in fair value of financial instruments	1,065		3,105		(1,699	)	991
Loss on disposition of property, plant and equipment	(65	)	-		(78	)	-
Gain on investment, net of loss on disposition	-		-		-		48
Share of loss from investment in associate	-		-		-		(29	)
	1,000		3,003		(1,777	)	339

¹ Legal and shareholder services incurred in the year ended December 31, 2014 resulted from dissident shareholder nominations for the election of directors, which nominations were subsequently withdrawn.

30.

PUT OPTIONS

In March 2014, the Company purchased 54,000 European put options (the “Put Options”) with a strike price of $1,200 per ounce of gold with six monthly expiries starting from March 31, 2014 through to August 31, 2014. The Company classified the Put Options as financial assets at fair value through profit or loss for reporting purposes given that the Put Options are a derivative financial instrument as their value corresponds to the price of gold. On issuance, the Company recognized the Put Options at their fair value of $701 in its interim condensed consolidated statement of financial position. For the three and nine months ended September 30, 2014, a loss of $18 and $701, respectively was included in the interim condensed consolidated statement of comprehensive (loss)/income for the change in fair value of the derivative financial instruments. The fair value of the Put Options was obtained by using a quoted market price. All of the Put Options expired unexercised during the year ended December 31, 2014.

31.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

a)	Fair value of financial assets and liabilities

	The interim condensed consolidated statements of financial position carrying amounts for cash and cash equivalents, trade and other receivables, bank loans and trade and other payables approximate fair value due to their short-term nature.

	Fair value hierarchy

	The following provides a description of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

	•	Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

	•	Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

	•	Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial assets and liabilities carried at amortized cost (excluding the Offering) are approximated by their carrying values.

Page 32 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

The following table provides information about financial assets and liabilities measured at fair value in the statement of financial position and categorized by level according to the significance of the inputs used in making the measurements:

		September 30, 2015
	Quoted prices in active	Significant other	Significant other
	markets for identical	observable inputs	unobservable inputs
	assets (Level 1)	(Level 2)	(Level 3)
	$	$	$
Financial assets
Long-term investment	144	-	-

Financial liabilities
Derivative instruments - mark-to-market	-	53,309	-
Preference Shares	-	27,941	-
Private Placement Preferred Shares	-	39,752	-

		December 31, 2014
	Quoted prices in active	Significant other	Significant other
	markets for identical	observable inputs	unobservable inputs
	assets (Level 1)	(Level 2)	(Level 3)
	$	$	$
Financial assets
Long-term investment	1,061	-	-

Financial liabilities
Derivative instruments - mark-to-market	-	1,393	-
Preference Shares	-	32,626	-
Private Placement Preferred Shares	-	38,490	-

b)	Risk Management Policies

	The Company is sensitive to changes in commodity prices and foreign exchange. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. Although the Company has the ability to address its price-related exposures through the use of options, futures and forward contracts, it currently does not typically enter into such arrangements.

c)	Foreign Currency Risk

	Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and Canadian dollar or other foreign currencies will affect the Company’s operations and financial results. A portion of the Company’s transactions are denominated in Canadian dollars, Congolese francs, South African rand, British pounds, Australian dollars and European Euros. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. Significant foreign exchange gains or losses are reflected as a separate component of the interim condensed consolidated statement of comprehensive (loss)/income. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

	The following table indicates the impact of foreign currency exchange risk on net working capital as at September 30, 2015. The table below also provides a sensitivity analysis of a 10 percent adverse movement of the US dollar against foreign currencies as identified which would have decreased the Company’s net loss by the amounts shown in the table below. A 10 percent weakening of the US dollar against the same foreign currencies would have had the equal but opposite effect as at September 30, 2015.

Page 33 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

	Canadian _Dollar		South African		Congolese		British		Australian		European
			Rand		Franc		Pound		Dollar		Euro
	CDN$		ZAR		CDF		£		AUD		EUR
Cash and cash equivalents	58		4		2,933		-		-		-
Prepaid expenses	259		-		36,748		14		-		-
Accounts payable	(1,826	)	(40,188	)	(119,949	)	(391	)	(81	)	(1,170	)
Retention allowance	(1,101	)	-		-		-		-		-

Total foreign currency financial assets and liabilities	(2,610	)	(40,184	)	(80,268	)	(377	)	(81	)	(1,170	)
Foreign exchange rate at September 30, 2015	0.7493		0.0712		0.0011		1.5164		0.6976		1.1243
Total foreign currency financial assets and liabilities in US $	(1,956	)	(2,861	)	(88	)	(572	)	(57	)	(1,315	)
Impact of a 10% variance of the US $ on net income	(196	)	(286	)	(9	)	(57	)	(6	)	(132	)

d)	Credit Risk

	Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. Financial instruments, which are potentially subject to credit risk for the Company, consist primarily of cash and cash equivalents and trade and other receivables. Cash and cash equivalents are maintained with several financial institutions of reputable credit and may be redeemed upon demand. Cash and cash equivalents are held in Canada and the Congo. The sale of goods exposes the Company to the risk of non-payment by customers. The Company manages this risk by monitoring the creditworthiness of its customers. It is therefore the Company’s opinion that such credit risk is subject to normal industry risks and is considered minimal.

	The Company limits its exposure to credit risk on investments by investing only in securities rated R1 (the highest rating) by credit rating agencies such as the DBRS (Dominion Bond Rating Service). Management continuously monitors the fair value of its investments to determine potential credit exposures. Short-term excess cash is invested in R1 rated investments including money market funds, bankers’ acceptances and other highly rated short-term investment instruments. Any credit risk exposure on cash balances is considered negligible as the Company places deposits only with major established banks in the countries in which it carries on operations. The Company does not have any short-term investments.

	The carrying amount of financial assets represents the maximum credit exposure. The Company’s gross credit exposure at September 30, 2015 and December 31, 2014 is as follows:

	September 30,	December 31,
	2015	2014
	$	$
Cash and cash equivalents	3,895	1,002
Trade and other receivables	8,476	7,261
	12,371	8,263

e)	Liquidity Risk

	Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company attempts to ensure that there is sufficient cash to meet its liabilities when they are due and manages this risk by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a cost-effective manner. Temporary surplus funds of the Company are invested in short-term investments. The Company arranges the portfolio so that securities mature approximately when funds are needed. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. The Company’s liquidity requirements are met through a variety of sources, including cash and cash equivalents, existing credit facilities and capital markets. Should the Company experience production shortfalls at Twangiza, delays in ramp up at Namoya, equipment breakdowns, or delays in completion schedules, or should the price of gold decrease further, the Company will need to further examine funding options. The Company has the following financial obligations, excluding preferred shares classified as financial liabilities:

Page 34 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

September 30, 2015		Payments due by period
	Total	Less than one year	One to three years	Three to four years	After four years
	$	$	$	$	$
Trade and other payables	62,953	62,953	-	-	-
Long-term debt, including interest	201,250	17,500	183,750	-	-
Bank loans	16,720	12,262	4,458	-	-
Derivative instruments	53,309	23,989	29,320	-	-

December 31, 2014		Payments due by period
	Total	Less than one year	One to three years	Three to four years	After four years
	$	$	$	$	$
Trade and other payables	86,396	86,396	-	-	-
Long-term debt, including interest	269,598	20,464	249,134	-	-
Bank loans	20,992	17,123	3,869	-	-
Derivative instruments	1,393	1,393	-	-	-
Deferred revenue	3,000	3,000	-	-	-

f)	Mineral Property Risk

	The Company’s operations in the Congo 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 Congo has experienced two wars and significant political unrest. Operating in the Congo may make it more difficult for the Company to obtain any required financing because of the perceived investment risk.

g)	Market Risk

	Market risk is the potential for financial loss from adverse changes in underlying market factors, including foreign- exchange rates, commodity prices, interest rate and share based payment costs.

h)	Commodity Price Risk

	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 factors on the price of gold, and therefore on the economic viability of the Company's properties, cannot accurately be predicted. To date the Company has not adopted specific strategies for controlling the impact of fluctuations in the price of gold. The following table demonstrates the impact of a 10% weakening in the spot price of gold:

	For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2015		2014		2015		2014
Net (loss)/income	(12,211	)	3,750		(54,097	)	48

Impact of a 10% weakening of the spot price of gold	(3,850	)	(3,329	)	(12,210	)	(9,026	)
Net (loss)/income after impact	(16,061	)	421		(66,307	)	(8,978	)

Page 35 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

i)	Title Risk

	Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mining properties. Although the Company has investigated title to all of its mineral properties for which it holds concessions or other mineral licenses, the Company cannot give any assurance that title to such properties will not be challenged or impugned and cannot be certain that it will have valid title to its mineral properties. The Company relies on title opinions by legal counsel who base such opinions on the laws of countries in which the Company operates.

j)	Capital Management

	The Company manages its bank overdraft, net of cash, bank loans, derivative instruments, preference shares, long-term debt, common shares, warrants and stock options as capital. The Company’s policy is to maintain a sufficient capital base in order to meet its short term obligations and at the same time preserve investors’ confidence required to sustain future development of the business.

	September 30,		December 31,
	2015		2014
	$		$
Bank overdraft, net of cash	-		2,651
Bank loans	16,720		20,992
Derivative liabilities	53,309		1,393
Preference shares	67,693		71,116
Long term debt	166,859		200,921
Share capital	518,627		518,615
Warrants	13,356		13,356
Contributed surplus	43,330		42,526
Deficit	(136,470	)	(82,373	)
	743,424		789,197

Page 36 of 37

Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2015

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

32.

CASH FLOWS

a)	Operating Cash Flows – Working Capital Adjustments

	For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2015		2014		2015		2014
	$		$		$		$
Trade and other receivables	(1,452	)	(1,198	)	(1,255	)	(1,744	)
Prepaid expenses and deposits	502		1,897		(3,326	)	3,709
Inventories	790		(396	)	2,658		4,099
Trade and other payables	(923	)	(2,828	)	(10,478	)	2,959
Employee retention allowance	(73	)	(97	)	(281	)	(159	)
Derivative instruments - mark-to-market	(48	)	-		(1,474	)	-
	(1,204	)	(2,622	)	(14,156	)	8,864

b)	Investing Cash Flows – Non-Cash Additions

		For the three months ended				For the nine months ended
	Notes	September 30,		September 30,		September 30,	September 30,
		2015		2014		2015	2014
		$		$		$	$
Exploration and evaluation
Depreciation	10	221		335		486	610
Share-based payments	22	17		51		125	136
Employee retention allowance	16	79		41		132	161

Mine under construction
Depreciation	10	1,886		1,994		5,652	5,787
Share-based payments	22	5		1		34	28
Employee retention allowance	16	70		108		317	162
Accrued interest	15	(3,860	)	(817	)	2,040	4,425

c)	Financing Cash Flows – Issuance Proceeds and Costs

		For the three months ended		For the nine months ended
Gross proceeds/(repayments) from		September 30,	September 30,	September 30,		September 30,
	Notes
non-equity financing		2015	2014	2015		2014
		$	$	$		$
Derivative instruments	17	7,000	-	57,000		-
Deferred revenue	14	-	-	50,000		-
Long-term debt and associated warrants	19	-	30,700	-		30,700
Repayment of long-term debt	19	-	-	(40,701	)
Preference shares	20	-	-	-		40,000
		7,000	30,700	66,299		70,700

		For the three months ended				For the nine months ended
	Notes	September 30,		September 30,		September 30,		September 30,
Issuance costs from non-equity financing		2015		2014		2015		2014
		$		$		$		$
Derivative instruments	17	(835	)	-		(3,581	)	-
Deferred revenue	14	-		-		(300	)	-
Long-term debt and associated warrants	19	-		(890	)	-		(890	)
Preference shares	20	-		-		-		(1,210	)
		(835	)	(890	)	(3,881	)	(2,100	)

Page 37 of 37

MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THIRD QUARTER OF 2015

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

The following management’s discussion and analysis ("MD&A"), which is dated as of November 11, 2015, provides a review of the activities, results of operations and financial condition of Banro Corporation (“Banro” or the "Company") as at and for the three and nine-month periods ended September 30, 2015 as well as an outlook for the Company based on a defined strategy. This MD&A should be read in conjunction with the unaudited interim condensed consolidated financial statements of the Company as at and for the three and nine-month periods ended September 30, 2015 (the “Interim Financial Statements”) together with the MD&A and audited consolidated financial statements of the Company as at and for the year ended December 31, 2014 (the “Annual Financial Statements”). All dollar amounts in this MD&A are expressed in thousands of dollars and, unless otherwise specified, in United States dollars (the Company’s financial statements are prepared in United States dollars). All share, share option and warrant amounts (except per share amounts) are presented in thousands. Additional information relating to the Company, including the Company's annual report on Form 20-F dated April 6, 2015, 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 estimates and/or assumptions in respect of costs, cash flows, future gold production (including the timing thereof), Mineral Resource and Mineral Reserve estimates, potential mineralization, exploration results 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, uncertainty of estimates of capital and operating costs, production estimates and estimated economic return, the possibility that actual circumstances will differ from the estimates and assumptions used in the economic studies of the Company's projects, failure to establish estimated Mineral Resources or Mineral Reserves (the Company's Mineral Resource and Mineral Reserve figures are estimates and no assurances can be given that the indicated levels of gold will be produced), the possibility that future exploration results will not be consistent with the Company's expectations, changes in world gold markets and equity markets, political developments in the Democratic Republic of the Congo (the "DRC"), uncertainties relating to the availability and costs of financing needed in the future, fluctuations in currency exchange rates, inflation, 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 on 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.

Page 2 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

CONTENT

Forward-Looking Statements	2
Core Business	4
Third Quarter of 2015 Highlights	4
Twangiza Mine	7
Namoya - Mine Under Construction	9
Exploration	10
Selected Financial Results	11
Summary of Quarterly Results	14
Liquidity and Capital Resources	16
Contractual Obligations	17
Related Party Transactions	17
Critical Accounting Estimates	17
Newly Applied Accounting Standards	20
Accounting Standards Issued But Not Yet Effective	20
Financial Instruments	21
Risks and Uncertainties	22
Outstanding Share Data	24
Disclosure Controls and Procedures	24
Internal Control Over Financial Reporting	26
Non-IFRS Measures	27
Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates	28

Page 3 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

CORE BUSINESS

Banro is a Canadian gold mining company focused on production from the Twangiza mine, which began commercial production on September 1, 2012, and the commissioning of and production from its second gold mine at Namoya located approximately 200 kilometres southwest of the Twangiza gold mine. The Company’s 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 DRC. The Company also undertakes exploration activities at its DRC properties with the objective of delineating additional mineral resources. As well, the Company’s DRC subsidiary, Banro Congo Mining SA, holds title to 14 exploration permits covering ground located between and contiguous to the Company’s Twangiza, Kamituga and Lugushwa properties, covering an area of 2,638 square kilometers. All business activities are followed in a socially and environmentally responsible manner.

For the purpose of this document, cash costs, all-in-sustaining costs, gold margin and EBITDA are non-International Financial Reporting Standards measures. Refer to the Non-IFRS Measures section of this MD&A for additional information.

THIRD QUARTER OF 2015 HIGHLIGHTS

(I) FINANCIAL

The table below provides a summary of financial and operating results for the three and nine-month periods ended September 30, 2015, and corresponding periods in 2014 as well as the second quarter of 2015:

	Q3 2015		Q3 2014		Q2 2015		YTD 2015		YTD 2014
Selected Financial Data
Revenues	38,504		33,285		42,597		122,104		90,258
Total mine operating expenses¹	(23,084	)	(25,192	)	(28,068	)	(75,433	)	(71,833	)
Gross earnings from operations	15,420		8,093		14,529		46,671		18,425
Net income before impairment charge²	10,789		3,750		1,534		19,103		48
Net (loss)/income	(12,211	)	3,750		(48,666	)	(54,097	)	48
Basic net (loss)/earnings per share ($/share)	(0.05	)	0.01		(0.19	)	(0.21	)	-
Key Operating Statistics
Average gold price received ($/oz)	1,117		1,233		1,194		1,173		1,254
Gold sales (oz)	34,467		26,997		35,665		104,088		71,961
Gold production (oz)	34,824		27,171		34,325		105,092		68,739
All-in sustaining cost per ounce ($/oz)	608		702		701		631		827
Cash cost per ounce ($/oz)	501		618		587		539		728
Gold margin ($/oz)	616		615		607		634		526
Financial Position
Cash and cash equivalents	3,895		2,148		9,270		3,895		2,148
Gold bullion inventory at market value³	3,487		2,335		1,875		3,487		2,335
Total assets	869,806		869,068		879,510		869,806		869,068
Long term debt	166,859		192,079		165,591		166,859		192,079

(1)	Includes depletion and depreciation.

(2)	Impairment charges of $23,000 and $73,200 were recognized in Q3 2015 and YTD 2015, respectively. Refer to the Namoya - Mine Under Construction section below for additional information.

(3)	This represents 3,130 ounces of gold bullion inventory, with a total cost of $734 per ounce, shown at the September 30, 2015 closing market price of $1,114 per ounce of gold.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

	•	Revenues during the three and nine-month periods ended September 30, 2015 were $38,504 and $122,104, respectively, compared with revenues of $33,285 and $90,258, respectively, for the corresponding periods in 2014. During the third quarter of 2015, ounces of gold sold increased by 28% to 34,467 ounces compared to sales of 26,997 ounces during the third quarter of 2014. The average gold price per ounce sold in the quarter was $1,117 compared to an average price of $1,233 per ounce obtained during the corresponding prior year period as a result of lower average market prices.

	•	Mine operating expenses, including depletion and depreciation, for the three and nine-month periods ended September 30, 2015 were $23,084 and $75,433, respectively, compared to $25,192 and $71,833 for the respective three and nine-month periods ended September 30, 2014. The decrease in costs during the 2015 three month period was due to lower depreciation as a result of the extension in the life of the mine during the second quarter of 2015, partially offset by higher production costs due to increased mill throughput for a total of 441,579 tonnes compared to 394,500 tonnes, as the operation surpassed design capacity. The increase in costs during the nine month period was due to higher production costs as Twangiza significantly increased milling throughput on a year-to-date basis from 987,844 tonnes to 1,299,084 tonnes, resulting in lower costs per ounce.

	•	Gross earnings from operations for the respective three and nine-month periods ended September 30, 2015, were $15,420 and $46,671, respectively, compared to $8,093 and $18,425, respectively, for the corresponding periods of 2014. The 16% higher gold sales during Q3 2015 compared to Q3 2014, with a corresponding 8% decrease in mine operating expenses translated into improving gross margins by over 90%. While the average gold price received per ounce decreased due to the market conditions, this was offset by increased gold ounces sold.

	•	Cash costs on a sales basis for the nine months ended September 30, 2015 were $539 per ounce, a reduction of 26% from $728 per ounce for the corresponding period in 2014. Cash costs per ounce on a sales basis for the third quarter of 2015 were $501 per ounce of gold (compared to $618 per ounce of gold for the third quarter of 2014 and $587 per ounce for the second quarter of 2015). Cash costs for the third quarter of 2015 were lower than the prior year quarter as a result of continued levels of increased productivity at Twangiza. Consistent with the first two quarters of 2015, Twangiza maintained steady state production levels and normalized production costs in line with life of mine expectations as well as benefits from the reductions in diesel pricing.

	•	All-in sustaining costs were $631 per ounce for the nine months ended September 30, 2015, a 24% reduction from $827 per ounce for the corresponding period in 2014. All-in sustaining costs were $608 per ounce for the third quarter of 2015 (compared to $702 per ounce of gold for the third quarter of 2014 and $701 per ounce for the second quarter of 2015) driven by lower cash costs per ounce.

(II) OPERATIONAL - TWANGIZA

	•	During the third quarter of 2015, Twangiza was loss time injury (“LTI”) free, progressing to over twenty-one months and 8.9 million LTI free hours since the last recorded LTI.

	•	During the third quarter of 2015, the plant at the Twangiza Mine processed 441,579 tonnes of ore (compared to 394,500 tonnes during the third quarter of 2014 and 428,661 tonnes in the second quarter 2015), maintaining throughput above design capacity for 104% of design capacity. This achievement was made while Twangiza continued to process a significant amount of non-oxide material. Ore was processed during the third quarter of 2015 at an indicated head grade of 3.07 g/t Au (compared to 2.60 g/t Au during the third quarter of 2014 and 3.01 g/t Au during the second quarter of 2015) with a recovery rate of 79.8% (compared to 82.2% during the third quarter of 2014 and 82.2% in second quarter 2015) to produce 34,824 ounces (compared to 27,171 ounces during the third quarter of 2014 and 34,325 ounces in second quarter 2015) of gold.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

(III) MINE UNDER CONSTRUCTION – NAMOYA

Mine Under Construction - Investment	Q3 2015	Change	Q3 2014
	($000's)	(%)	($000's)
Additions¹	14,348	(17%)	17,301
Impairment²	(23,000)	100%	-
Balance as at September 30	387,713	(3%)	397,706

(1) Net of pre-commercial revenue of $13,274 and $5,449 in Q3 2015 and Q3 2014, respectively.

(2) Refer to the Namoya - Mine Under Construction section below for additional information.

	•	During the third quarter of 2015, the Namoya Mine produced 12,157 ounces of gold from a total of 446,653 tonnes of ore, stacked and sprayed on the heap leach pads, at an indicated head grade of 1.67 g/t Au. Stacking levels and grades were below the design capacity of the operation during the quarter as a result of restricted excavator availability which in turn resulted in lower than planned ore production and waste removal.

	•	With the ongoing commissioning of process upgrades during the third quarter, daily stacking rates continued to incrementally improve and stabilize, however, the utilization of the processing circuit was restricted due to ore delivery from mining operations with the ore stacked being supplemented by low grade stockpile material. The achievements made with respect to the processing circuit has increased the focus on mining productivity in order to enhance ore delivery and enable improved utilization of the processing circuit.

	•	The process to achieving the required improvements to mining productivity commenced during the third quarter as Namoya began receiving, assembling and commissioning the larger mining fleet. The excavator was commissioned in September and began contributing to improved mining productivity and the CAT 777s began commissioning in October with the final haul trucks expected to come online by the end of November. The expanded fleet will support the ongoing mining activities in multiple pits and the removal of waste required for additional mining faces to be opened, which should result in significantly reducing the need to blend low grade stockpile material with the stacked ore.

(IV) EXPLORATION

•

During the third quarter of 2015, exploration activities increased with the focus on near mine exploration at Namoya. High grade drill results intersecting significant mineralization were obtained from the first stage of the follow up drill program in the Namoya Summit footwall zone which borders the Filon B area (see Banro’s September 18, 2015 press release). Drilling results included 16.00 metres grading 5.35 g/t Au, 15.00 metres grading 5.00 g/t Au and 24.00 metres grading 2.77 g/t Au. Exploration drilling will continue through the fourth quarter of 2015 along with grade control drilling at Namoya Summit.

(V) CORPORATE DEVELOPMENT

	•	In September 2015, the Company closed a new $9 million loan facility with an existing lender, Banque Commerciale du Congo ("BCDC"), following repayments of the previous $10 million credit facility with BCDC which is now extinguished, as well as repayments of other existing facilities with DRC banks. The loan facility is for a term of 22 months, bears interest of 9.5% per annum and is repayable over 19 months starting in January 2016.

	•	In September 2015, the Company closed a $7 million gold forward sale transaction. The forward sale transaction provides for the prepayment by the purchaser of $7 million for its purchase of 8,481 ounces of gold from the Twangiza mine, with the gold deliverable over 33 months, at 257 ounces per month beginning January 2016. The forward sale may be terminated at any time upon payment to the purchaser of a one-time termination amount. The terms of the forward sales also include a gold floor price mechanism whereby, if the gold price falls below $1,100 per ounce in any month, additional ounces are deliverable to ensure a realized gold price of $1,100 per ounce for that month.

	•	The Company elected not to declare the September 2015 dividend on the preference shares issued in 2013. The accrued amount in respect of this dividend was $927 as at September 30, 2015.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

TWANGIZA MINE

With the ability to maintain stable operating performance following a year of increased productivity levels, Twangiza management focused on evaluating the processing capabilities of the plant. Throughput levels increased to 104% of design capacity while continuing to process significant amounts of non-oxide ore. The Company performed multiple days of trials to test the throughput of pre-crushed non-oxide ore. The results demonstrated that throughputs greater than design capacity may be achievable with pre-crushed material. As expected, the recovery rates of the non-oxide feed were lower than those being regularly achieved with blended ore and contributed to lower overall recoveries in the current quarter. These trials are being performed to evaluate potential enhancements to further utilize the existing plant in the future. Twangiza management will continue to focus on process plant feed optimization to secure reliable throughput levels that can be maintained through the rainy season.

TWANGIZA MINE	Q3 2015	Q2 2015	Prior Quarter	Q3 2014	Prior Year
			Change %		Change %
Gold sales (oz)	34,467	35,665	(3%)	26,997	28%
Gold produced (oz)	34,824	34,325	1%	27,171	28%
Material mined (t)	707,861	770,162	(8%)	1,027,311	(31%)
Ore mined (t)¹	453,960	548,175	(17%)	589,288	(23%)
Valley fill mined (t)	-	-	-	-	-
Waste mined (t)	253,901	221,987	14%	438,023	(42%)
Strip ratio (t:t)²	0.56	0.41	37%	0.74	(24%)
Ore milled (t)¹	441,579	428,661	3%	394,500	12%
Head grade (g/t Au)³	3.07	3.01	2%	2.60	18%
Recovery (%)	79.84	82.2	(3%)	82.20	(3%)
Cash cost per ounce ($US/oz)	501	587	(15%)	618	(19%)

(1) The difference between ore mined and ore milled is, generally, the result of the stockpiling of lower grade ore.

(2) Strip ratio is calculated as waste mined divided by ore mined.

(3) Head grade refers to the indicated grade of ore milled.

In the third quarter of 2015, Twangiza achieved production levels consistent with the first two quarters of 2015, continuing to produce above the monthly average production guidance of 9,000 ounces per month. Cash costs per ounce during the quarter were 15% lower than the second quarter of 2015 and represented a 19% reduction from the third quarter of 2014, mainly due to the improvements in productivity levels and the benefit of lower diesel prices. Similar to recent quarters, the strong operating results continue to be driven by improved productivity with the plant throughputs being maintained at or above design capacity while processing a significant portion of non-oxide ore. In the current quarter, mill throughput, which achieved 104% of design capacity, and head grade were the most significant contributors with 12% and 18% increases, respectively, compared to the same prior year period, contributing to an overall increase in gold content processed of 32% while gross spending on processing only increased by approximately 19%.

Gross spending and unit costs for Q3 2015 in comparison to Q2 2015 and Q3 2014 are as follows:

Mine Operating Costs	(In '000s)			Cost per tonne Milled ($/t)
	Q3 2015	Q2 2015	Q3 2014	Q3 2015	Q2 2015	Q3 2014
Mining Costs	3,603	4,495	3,430	8.2	10.5	8.7
Processing Costs	10,214	9,252	8,583	23.1	21.6	21.8
Overhead	4,771	5,269	4,506	10.8	12.3	11.4
Inventory Adjustments	(1,325)	1,927	178	(3.0)	4.5	0.5
Total mine operating cost	17,263	20,943	16,697	39.1	48.9	42.4
*Total tonnes milled (tonnes)*	441,579	428,661	394,500

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

Mining

A total of 707,861 tonnes of material (Q3 2014 – 1,027,311 tonnes) were mined during the three month period ended September 30, 2015. Total ore mined was 453,960 tonnes (Q3 2014 – 589,288 tonnes). The strip ratio for the third quarter of 2015 decreased to 0.56 as compared to 0.74 during the third quarter of 2014. The mining cost per tonne milled during the third quarter of 2015 decreased compared with the second quarter of 2015 to $8.20 per tonne milled as a result of lower gross mining costs due to redirected mining resources to the Tailings Management Facility (“TMF”) construction and increased tonnes milled.

Processing & Engineering

For the three month period ended September 30, 2015, the plant at the Twangiza Mine processed 441,579 tonnes of ore (Q3 2014 – 394,500 tonnes), representing a 12% increase over the prior year period, as the operations continued to exceed the annualized rate of 1.7 Mtpa. This quarterly throughput was marginally higher, at 13,000 tonnes over the second quarter of 2015. Processing cost per tonne milled increased from $21.80 per tonne in the third quarter of 2014 to $23.10 per tonne in the third quarter of 2015 as a result of increased consumables consumption from the processing of non-oxide ore. During the quarter, Twangiza performed multiple days of trials to test the throughput of pre-crushed non-oxide ore. The results demonstrated that throughputs greater than design capacity may be achievable with pre-crushed material. As expected, the recoveries of the non-oxide feed were lower than those being regularly achieved with blended ore and contributed to lower recovery of 79.84% during the period. The processing costs were 19% higher compared to Q3 2014 as a result of the 12% increase in throughput combined with increased consumables consumption due to the ore blend.

Sustaining Capital Activities

Capital spending at Twangiza was focused on upgrades to the mobile fleet and continued construction of the TMF. Mobile fleet upgrades during the quarter included the purchase of secondary equipment to support mining operations, road maintenance and TMF construction. TMF construction continued at increasing activity levels, with activity levels expected to be sustained into the fourth quarter of 2015, however, lower levels of activity may occur based on the impact of the rainy season.

Cash cost and All-in sustaining cost

Cash costs per ounce for the third quarter of 2015 were lower than the prior year period, primarily due to increased sales of 7,470 ounces or 28%, due to increased production over the third quarter of 2014, while gross spending increased as a result of higher throughput slightly above the design capacity of the mill and higher consumables consumption. The all-in sustaining cost decreased from $702 per ounce in Q3 2014 to $608 per ounce in Q3 2015, primarily due to lower cash costs related mainly to lower diesel costs and improved milling efficiency. The all-in sustaining cost decreased from $701 per ounce in Q2 2015 to $608 per ounce in Q3 2015, primarily due to the impact of inventory adjustments from increased gold-in-process and gold bullion levels.

Cash Cost per ounce sold	($US/ounce)
	Q3 2015	Q2 2015	Q3 2014
Mining Costs	105	126	127
Processing Costs	296	259	318
Overhead	138	148	166
Inventory Adjustments	(38)	54	7
Total cash costs per ounce	501	587	618
*Total ounces sold (ounces)*	34,467	35,665	26,997
*All-in sustaining costs per ounce*	608	701	702

Page 8 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

NAMOYA - MINE UNDER CONSTRUCTION

During the third quarter of 2015, Namoya’s ramp up towards commercial production progressed with stacking levels averaging 149,000 tonnes per month for a total of 446,653 tonnes for the quarter. This represents a 35% increase in ore stacked over the second quarter of 2015. Ore stacked was below the design rate of 190,000 tonnes per month due to low excavator availability. The low availability of ore from mining activities in the third quarter resulted in the processing of ore from low grade stockpiles, resulting in an average stacked grade of 1.67 g/t Au. Contained gold stacked on the heap leach increased to approximately 24,000 ounces or approximately 48% over the previous quarter. Due to heap leach operations requiring several months of percolation to fully recover the leachable gold, gold production in the quarter increased by approximately 15%. Namoya poured 3,415 ounces in July, 4,233 ounces in August and 4,509 ounces in September for a total of 12,157 ounces of gold in the third quarter of 2015.

Excavator availability improved in September with the commissioning of the first component of the larger mining fleet. This will significantly improve waste removal activities. The commissioning process of the CAT 777s has commenced, which will occur in phases throughout November following the completion of the onsite assembly process. The full commissioning of the larger mining fleet along with the continued support from the pre-existing mining fleet is expected to significantly improve mining productivity levels. With increasing ore availability at Namoya, stacking levels and grades are expected to increase to commercial production levels in the fourth quarter of 2015.

The CIL circuit was not utilized during the third quarter of 2015 as the focus of the operations continues to be the improvements to the heap leach processing circuit.

During the third quarter of 2015, the Company recorded a non-cash impairment charge totalling $23.0 million against the Namoya Mine Under Construction balance in its interim condensed financial statements, resulting in a net balance of $388 million as at September 30, 2015. The non-cash impairment charge recorded was due to the aggregate adverse impact of the deterioration of the long term gold price outlook, the build-up of capitalized borrowing costs (interest and dividends directly attributable to the construction of the asset) and pre-commercial operating losses from the extended ramp up due to the delay in financing, the commissioning of the mobile fleet and the redesign of the plant.

Under International Financial Reporting Standards (“IFRS”), in addition to the project development and the associated exploration and evaluation costs, the Mine Under Construction balance includes borrowing costs, depreciation and pre-commercial operating losses. Prior to the recognition of impairment charges in the current year, as at September 30, 2015, the Mine Under Construction balance included over $75 million of borrowing costs, $22 million of depreciation and approximately $35 million of pre-commercial operating losses. The 2015 year-to-date non-cash impairment charge of $73.2 million was less than the amount of the above indirect project development costs, indicating that the direct Namoya project development costs are recoverable under the prevailing market conditions.

Page 9 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

EXPLORATION

Consistent with the Company’s focus on cash flow management during the completion of development at Namoya, exploration activities during the third quarter of 2015 involved the provision of support by the geological teams for production related activities at the two mine sites, as well as the use of small teams focused on new oxide target generation activities in Lugushwa and Kamituga through BLEG and ground maintenance activities.

Near mine exploration at Namoya during the third quarter of 2015 yielded high grade drill results intersecting significant mineralization. These results were obtained from the first stage of the follow up drill program in the Namoya Summit footwall zone which borders the Filon B area (see Banro’s September 18, 2015 press release). Drilling results included 16.00 metres grading 5.35 g/t Au, 15.00 metres grading 5.00 g/t Au and 24.00 metres grading 2.77 g/t Au. The drill program that has yielded these significant mineralization results is ongoing and has been integrated with production related drilling activities to effectively utilize the available resources. Additional drill results from the ongoing drill program are expected in the fourth quarter of 2015.

As previously reported, to support the Twangiza and Namoya operations, near term exploration will focus on the following:

•	Deliver sufficient drilling to allow full delineation of mineable material for the Namoya Summit - Filon B targets at Namoya;
•	Development and execution of the drill program to convert inferred and indicated resources to higher confidence resources and mineral reserves within the existing open pits; and
•	Delineate resources from identified targets within a 5 kilometre radius of the current operations.

Qualified Person

Daniel K. Bansah, the Company's Head of Projects and Operations and a "Qualified Person" as such term is defined in National Instrument 43-101, has approved the technical information in this MD&A.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

SELECTED FINANCIAL RESULTS

Selected Financial Data	Q3 2015		Q3 2014		Q2 2015		YTD 2015		YTD 2014

Revenues ($000's)	38,504		33,285		42,597		122,104		90,258
Production costs ($000's)	(17,263	)	(16,697	)	(20,943	)	(56,101	)	(52,402	)
Depletion and depreciation ($000's)	(5,821	)	(8,495	)	(7,125	)	(19,332	)	(19,431	)
Gross earnings from operations ($000's)	15,420		8,093		14,529		46,671		18,425

General & administration ($000's)	(2,421	)	(3,128	)	(3,663	)	(8,871	)	(7,183	)
Finance expenses ($000's)	(3,139	)	(3,815	)	(7,284	)	(16,478	)	(10,868	)
Net income before non-cash impairment charge¹	10,789		3,750		1,534		19,103		48
Net (loss)/income ($000's)	(12,211	)	3,750		(48,666	)	(54,097	)	48
EBITDA ($000's)	20,309		13,949		14,717		53,920		24,777
Basic net (loss)/earnings per share ($/share)	(0.05	)	0.01		(0.19	)	(0.21	)	-

(1) Impairment charges of $23,000 and $73,200 were recognized in Q3 2015 and YTD 2015, respectively. Refer to the Namoya - Mine Under Construction section for additional information.

Revenues

Revenues increased $5,219, or 16%, and $31,846, or 35%, in the three and nine month periods ended September 30, 2015, respectively, as compared to the corresponding periods of 2014 as a result of significant increases in gold ounces sold, and was partially offset by lower average realized gold prices. The average gold price received on ounces sold in Q3 2015 was $1,117 per ounce compared to $1,233 per ounce received in Q3 2014. The average realized gold price was consistent with the average spot price for the period.

Production costs by element

Production Costs	Q3 2015	Q3 2014	Change	$/oz Sold			YTD 2015	YTD 2014	Change	$/oz Sold
	($000's)	($000's)	(%)	Q3 2015	Q3 2014	Change %	($000's)	($000's)	(%)	YTD 2015	YTD 2014	Change %
Raw materials and consumables	5,356	3,574	50%	155	132	17%	15,533	11,839	31%	149	165	(10%)
Diesel	3,332	4,315	(23%)	97	160	(39%)	10,443	13,198	(21%)	100	183	(45%)
Salaries	4,156	4,006	4%	120	148	(19%)	13,123	10,976	20%	126	153	(18%)
Contractors	2,548	1,980	29%	74	73	1%	8,547	6,796	26%	82	94	(13%)
Other overhead	3,196	2,644	21%	93	98	(5%)	9,095	7,431	22%	88	103	(15%)
Inventory adjustments	(1,325)	178	(844%)	(38)	7	(643%)	(640)	2,162	(130%)	(6)	30	(120%)
Total production costs	17,263	16,697	3%	501	618	(19%)	56,101	52,402	7%	539	728	(26%)

Production costs, excluding inventory adjustments, for the three and nine month periods ended September 30, 2015 increased 13% and 13%, respectively, from the same prior year periods, as a result of increased mine and mill productivity; however, as a result of improved operating efficiencies the per unit costs decreased by 12% and 22%, respectively. Details of changes in production cost categories are included below:

Raw materials and consumables

Raw materials and consumables increased by 50% and 31%, in the three and nine month periods ended September 30, 2015, respectively, as compared to the corresponding periods in 2014 as a result of increased mill productivity, increased consumption rates due to the processing of non-oxide ore, better inventory availability, and the contribution of carrying out drill and blast activities to support the mining operations. As a result of the increase in ounces sold, raw materials only increased by 17% on a per ounce basis.

Diesel

Diesel costs decreased 23% and 21% during the three and nine month periods ended September 30, 2015, respectively, as compared to the corresponding periods in 2014 primarily due to favorable market conditions. As a result of the decrease in the cost of diesel coupled with the aforementioned increases in production, on a per ounce sold basis diesel decreased 39% and 45% in the three and nine month periods ended September 30, 2015, respectively, as compared to the corresponding 2014 periods.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

Salaries

Salaries increased 4% and 20% in the three and nine month periods ended September 30, 2015, respectively, compared to the corresponding periods of 2014. The quarter over quarter consistency reflects the stabilized operating structure and productivity since the third quarter of 2014. The year-to-date increase is primarily due to the increase in production bonuses, the scale of the operational activities as a result of the completion of the plant upgrade in 2014 as well as the impact of using increased levels of internal resources in the place of certain contractors and normal course inflationary increases. On a per ounce sold basis, salaries decreased 19% and 18% for the three and nine month periods ended September 30, 2015, respectively, as a result of operational efficiencies with the increased levels of productivity.

Contractors

Contractors expense increased 29% and 26% in the three and nine month periods ended September 30, 2015, respectively, compared to the corresponding periods of 2014 as a result of increased on-site contractor services and daily equipment hire being utilized for TMF construction to complement internal resources as well as increased road maintenance activities. On a per ounce sold basis, contractors increased 1% and decreased 13% for the three and nine month periods ended September 30, 2015, respectively, compared to the corresponding prior year periods as a result of the allocation of resources in the three month period and as a result of operational efficiencies with the increased levels of production in the nine month period. Management has sourced additional mobile equipment to reduce its reliance on daily equipment hire for the remainder of the year.

Other overhead

Other overhead expense, which includes on-site administrative sundry costs, sales related costs, IT expenses, human resources expenditures, travel and camp costs, increased 21% and 22%, respectively, in the three and nine month periods ended September 30, 2015 compared to the corresponding periods of 2014 as a result of the increased levels of production and the resulting sales which increase costs such as refining, freight and royalties. On a per ounce basis, other overhead expenses decreased as a number of these costs are relatively fixed in nature.

Inventory adjustments

Inventory adjustments saw an inventory buildup of $1,325 mainly from additional gold-in-process and gold bullion on hand in the current quarter, compared to inventory drawdown in the prior year period of $178. In the nine month period ended September 30, 2015, the inventory adjustment was a moderate buildup of $640 as compared to a larger drawdown in gold bullion in the corresponding period of 2014.

General and administrative expenses

The table below provides general and administrative expenses for the three and nine month periods ended September 30, 2015 and 2014.

General & administrative expenses	Q3 2015	Q3 2014	Change	$/oz Sold			YTD 2015	YTD 2014	Change	$/oz Sold
	($000's)	($000's)	(%)	Q3 2015	Q3 2014	Change %	($000's)	($000's)	(%)	YTD 2015	YTD 2014	Change %
Salaries and employee benefits	805	687	17%	23	25	(8%)	2,524	2,147	18%	24	30	(20%)
Consulting, management, and professional fees	177	455	(61%)	5	17	(71%)	989	1,008	(2%)	10	14	(29%)
Office and sundry	382	287	33%	11	11	0%	1,715	979	75%	16	14	14%
DRC corporate office	857	1,479	(42%)	25	55	(55%)	2,861	2,396	19%	27	33	(18%)
Depreciation	13	18	(28%)	-	1	(100%)	61	49	24%	1	1	0%
Other	187	202	(7%)	5	7	(29%)	721	604	19%	7	8	(13%)
General and administrative expenses	2,421	3,128	(23%)	69	116	(41%)	8,871	7,183	23%	85	100	(15%)

Other charges & provisions	(1,000)	(3,003)	(67%)	(29)	(111)	(74%)	1,777	(339)	(624%)	17	(5)	(440%)

General and administrative expenses decreased to $2,421 and increased to $8,871 for the three and nine month periods ended September 30, 2015, respectively, as compared to $3,128 and $7,183, respectively, for the corresponding periods in 2014. Details of changes in the general and administrative expenses category are as follows:

Page 12 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

Salaries and employee benefits

Salaries and employee benefits increased 17% and 18% in the three and nine month periods ended September 30, 2015 as compared to the corresponding periods in 2014 as a result of the impact of increased number of personnel coupled with the impact of year over year inflationary increases.

Consulting, management, and professional fees

Consulting, management, and professional fees, which include mainly legal and auditing fees, decreased to $177 and $989 for the three and nine month periods ended September 30, 2015, respectively, compared to $455 and $1,008, respectively, for the corresponding periods of 2014, as a result of legal and consulting costs being incurred in 2014 in association with financing related activities.

Office and Sundry

Office and sundry increased to $382 and $1,715 for the three and nine month periods ended September 30, 2015, compared to $287 and $979, respectively, for the corresponding periods of 2014, as a result of the additional costs associated with government fees.

DRC corporate office

The DRC corporate office provides in-country support for the operations. For the three and nine month periods ended September 30, 2015, DRC regional office support expenses were $857 and $2,861, respectively, as compared to $1,479 and $2,396 for the corresponding periods of 2014. The decrease in expense was due to changes in the cost allocation process year over year.

Other expenses

Other general and administrative expenses include travel and promotion expenses relating to being a publicly traded company and contributions to the Banro Foundation which remained consistent during 2015 and 2014.

Other charges and provisions

Other charges and provisions resulted in a gain of $1,000 and loss of $1,777 for the three and nine month periods ended September 30, 2015, respectively, compared to a gain of $3,003 and $339, respectively, in the corresponding periods of 2014, predominately representing the changes in fair value gains and losses on financial instruments as outlined in the notes to the current period financial statements.

Finance expenses

Finance expenses decreased in the three month and increased significantly in the nine month periods ended September 30, 2015 compared to the corresponding periods of 2014 as a result of changes in the capital structure of the Company throughout 2014 and 2015, which has contributed in changes in the nature, timing and amount of interest, dividends and transaction costs being incurred each quarter.

Impairment Charge

During the three and nine month periods ended September 30, 2015, the Company recorded a non-cash impairment charge of $23.0 million and $73.2 million, respectively, against the Namoya Mine Under Construction balance in its interim condensed financial statements, resulting in a net balance of $388 million as at September 30, 2015 compared to $398 million as at September 30, 2014. Refer to the Namoya – Mine Under Construction section above.

Net loss/income

The Company’s net loss for the three and nine month periods ended September 30, 2015 was $12,211 and $54,097, respectively, as compared to a net income of $3,750 and $48, respectively, in the corresponding prior year periods. The net losses in the current year periods are a result of the recognition of non-cash impairment charges. Adjusting for this non-cash impairment loss, the Company would have recognized net income of $10,789 and $19,103 for the three and nine month periods ended September 30, 2015, respectively, as gross earnings from operations continued to contribute significantly to the bottom line while being heavily offset by interest charges and financing costs.

Page 13 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

EBITDA

EBITDA for the three and nine month periods ended September 30, 2015 was $20,309 and $53,920, respectively, which include adjustments for the non-cash impairment charges recognized, resulting in a significant increases of 49% and 120%, respectively, from the corresponding prior year periods.

EXPLORATION AND DEVELOPMENT PROJECT EXPENDITURES

Exploration and evaluation expenditures

The Company incurred exploration and evaluation expenditures of $2,863 in the three month period ended September 30, 2015, an increase of 40% compared to the same prior year period due to the timing of activities, capitalized as exploration and evaluation assets in the Company’s consolidated statement of financial position. The allocation of such exploration and evaluation expenditures by project was as follows:

Exploration and evaluation expenditures	Q3 2015	Q3 2014	Change	YTD 2015	YTD 2014	Change
	($000's)	($000's)	(%)	($000's)	($000's)	(%)
Twangiza project	363	124	193%	1,160	1,677	(31%)
Namoya project	650	269	142%	1,446	1,389	4%
Lugushwa project	813	648	25%	2,239	2,345	(5%)
Kamituga project	808	706	14%	2,224	2,591	(14%)
Banro Congo Mining SARL	229	295	(22%)	884	1,097	(19%)
	2,863	2,042	40%	7,953	9,099	(13%)

Mine development expenditures

During the nine months ended September 30, 2015, the Company incurred development expenditures of $46,655 (nine months ended September 30, 2014 - $60,503), net of pre-production revenue of $36,462 (nine months ended September 30, 2014 - $11,860), with respect to the development of the Namoya mine, which are capitalized in the consolidated statement of financial position as mine under construction asset.

Mine Development Expenditures	YTD 2015	YTD 2014	Change
	($000's)	($000's)	%
Mine development expenditures	83,117	72,363	15%
Pre-commercial production revenue	(36,462)	(11,860)	207%
Net expenditures	46,655	60,503	(23%)

Mine development expenditures relate to project capital, pre-operating expenses and capitalized interest. Included in the $46,655 of mine development expenditures is $5,652 of depreciation and $18,174 of capitalized interest. Pre-commercial production revenue at Namoya consists of revenue from the sale of 31,670 ounces of gold sold at an average price of $1,151 per ounce, an average price lower than the average market price due to the recognition of ounces sold in relation the Namoya stream financing being recognized based on an implied value per ounce.

SUMMARY OF QUARTERLY RESULTS

The following table sets out certain unaudited interim consolidated financial information of the Company for each of the last eight quarters, beginning with the third quarter of 2015. This financial information has been prepared using accounting policies consistent with International Accounting Standard (“IAS”) 34 Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”).

Page 14 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

	Q3 2015	Q2 2015	Q1 2015	Q4 2014	Q3 2014	Q2 2014	Q1 2014	Q4 2013

Revenues	38,504	42,597	41,003	35,178	33,285	26,534	30,439	27,022
Gross earnings from operations	15,420	14,529	16,722	10,966	8,093	4,292	6,040	3,090
Net income/(loss) before impairment charge¹	10,789	1,534	6,780	272	3,750	(2,998)	(704)	2,086
Net (loss)/income	(12,211)	(48,666)	6,780	272	3,750	(2,998)	(704)	2,086
(Loss)/earnings per share, basic ($/share)	(0.05)	(0.19)	0.03	0.00	0.01	(0.01)	0.00	0.01
(Loss)/earnings per share, diluted ($/share)	(0.05)	(0.19)	0.03	0.00	0.01	(0.01)	0.00	0.01

(1) Impairment charges of $23,000 and $50,200 were recognized in Q3 2015 and Q2 2015, respectively. Refer to the Namoya - Mine Under Construction section for additional information.

The Company recorded revenue of $38,504 for the three month period ended September 30, 2015 and a net loss of $12,211. Revenue for the three month period ended September 30, 2015 was lower than the prior quarter primarily due to lower realized gold price combined with lower ounces sold, while gross earnings increased due to lower operating costs including depreciation. During the third quarter of 2015, a non-cash impairment charge of $23,000 relating to the Mine Under Construction resulted in a net loss for the period. Net income before impairment charge increased from the second quarter of 2015 as a result of lower production costs and the net impact of fair value gains and losses on financial instruments.

The Company recorded revenue of $42,597 for the three month period ended June 30, 2015 and a net loss of $48,666. Revenue for the three month period ended June 30, 2015 was higher than the prior quarter due to an increase in gold ounces sold due to the timing of gold sales and was partially offset by lower revenue per ounce at Twangiza, while gross earnings from operations decreased as a result of increases in operating costs. During the second quarter of 2015, a non-cash impairment charge of $50,200 relating to the Mine Under Construction resulted in a significant net loss.

The Company recorded revenue of $41,003 for the three month period ended March 31, 2015 and a net income of $6,780. Revenue and gross earnings from operations for the three month period ended March 31, 2015 were higher than the prior quarter due to an increase in productivity resulting in a reduction in unit costs and an increase in ounces of gold sold from improved production at Twangiza. The increase in net income was driven by increased gross earnings from operations being partially offset by increased general and administrative and finance costs.

The Company recorded revenue of $35,178 for the three month period ended December 31, 2014 and a net income of $272. Revenue and gross earnings from operations for the three month period ended December 31, 2014 were higher than the prior quarter due to an increase in productivity resulting in a reduction in unit costs and an increase in ounces of gold sold from improved production at Twangiza. The decrease in net income in the fourth quarter was driven by increased finance costs and losses from the re-valuation of financial instruments.

The Company recorded revenue of $33,285 for the three month period ended September 30, 2014 and a net income of $3,750. Revenue and gross earnings from operations for the three month period ended September 30, 2014 were higher than the prior quarter due to there being approximately 6,460 more ounces of gold sold in the third quarter of 2014 from improved production at Twangiza. Increase in net income in the third quarter was driven by higher gross earnings from operations, and gains from the re-valuation of financial instruments partially offset by higher general and administrative expenses and interest costs.

The Company recorded revenue of $26,534 for the three month period ended June 30, 2014 and a net loss of $2,998. Revenue and gross earnings from operations for the three month period ended June 30, 2014 were lower than the prior quarter due to there being approximately 4,000 more ounces of gold sold in Q1 2014 due to gold produced in December 2013 and sold in January 2014. In addition to the lower gross earnings from operations, increased general and administrative expenses were incurred as a result of increased legal and shareholder services that resulted from dissident shareholder nominations for the election of directors, which were subsequently withdrawn, in connection with the annual shareholders’ meeting.

The Company recorded revenue of $30,439 for the three month period ended March 31, 2014 and a net loss of $704. Revenue and gross earnings from operations for the three month period ended March 31, 2014 were higher than the prior quarter due to there being approximately 4,000 more ounces of gold sold in Q1 2014 as compared to Q4 2013. Although revenue was higher during the quarter, transactions costs, dividends on preferred shares, and a loss on the change in the fair value of preferred shares were all expenses that contributed to the net loss of $704 for the quarter.

Page 15 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2015, the Company had cash and cash equivalents of $3,895 compared to cash and cash equivalents of $1,002 as at December 31, 2014. As a result of the minimal liquidity available as at December 31, 2014, and the Company’s need to continue to fund operations until production from Namoya reaches commercial production levels, it was necessary to carry out gross financings of $57 million in the form of gold forward sales, $50 million in April 2015 in the form of a gold stream relating to the Namoya Mine and $9 million in loans.

During the three month period ended September 30, 2015, the Company spent $3,271 in cash for exploration and evaluation expenditures and $3,612 in cash (net of pre-production revenue) for the development of the Namoya mine (compared to $1,024 spent on exploration and evaluation expenditures and $8,153 spent on the development of the Namoya mine during Q3 2014). In addition, during Q3 2015, the Company spent $12,820 on capital assets (compared to $3,896 spent during Q3 2014) to carry on its projects in the DRC. The Company elected not to declare the September 2015 dividend on the preference shares issued in 2013. The accrued amount in respect of this dividend was $927 as at September 30, 2015.

In February 2015, the Company signed definitive agreements for two gold forward sale transactions relating to the Twangiza mine and a gold streaming transaction relating to the Namoya mine, providing total gross proceeds to the Company of $90 million. Each of the two forward sale transactions provide for the prepayment by the purchaser of $20 million for its purchase of 22,248 ounces of gold from the Twangiza mine, with the gold deliverable over three years, at 618 ounces per month. The first $20 million forward sale closed on February 27, 2015. The forward sales may be terminated at any time upon payment to the purchaser of a one-time termination amount that would result in the purchaser receiving an internal rate of return of 20%. The terms of the forward sales also include a gold floor price mechanism whereby, if the gold price falls below $1,100 per ounce in any month, additional ounces are deliverable to ensure a realized gold price of $1,100 per ounce for that month. The streaming transaction provides for the payment by the purchaser of a deposit in the amount of $50 million and the delivery to the purchaser over time of 8.33% of the life-of-mine gold production from the Namoya mine (or any other projects located within 20 kilometres from the current Namoya gold mine). The ongoing payments to Namoya upon delivery of the gold are $150 per ounce. On April 30, 2015, the Company closed the second $20 million forward sale and the $50 million gold streaming transactions, as described above. In connection with the closing of these financing transactions, the Company extinguished all of the outstanding backstop facility notes issued in the third and fourth quarters of 2014 for approximately $40.7 million. In September 2015, the Company amended the second forward sale agreement and received an additional $7 million prepayment for the delivery of 8,481 ounces of gold, at 257 ounces per month starting January 2016.

In the second quarter of 2015, the Company closed a $10 million forward sale to finance the purchase of the expanded mobile fleet. The forward sale transaction provides for the prepayment by the purchaser of $10 million for its purchase of 9,508 ounces of gold from the Twangiza mine, with the gold deliverable over two years, at 396 ounces per month. The forward sale may be terminated at any time upon payment to the purchaser of a one-time termination amount that would result in the purchaser receiving an internal rate of return of 13%. The terms of the forward sales also include a gold floor price mechanism whereby, if the gold price falls below $1,150 per ounce in any month, additional ounces are deliverable to ensure a realized gold price of $1,150 per ounce for that month.

In the third quarter of 2015, the Company closed a $9 million loan facility (together with the $7 million gold forward sale referred to above) following repayments of other existing facilities during the year, in order to allow for increased working capital at both Namoya and Twangiza ahead of the onset of the rainy season, in order to secure production activities and for the continued ramp-up of Namoya.

As a result of restrictive covenants in the indenture under which the Company’s outstanding $175,000 in aggregate principal amount of senior secured notes (“Notes”) were issued, the Company’s ability to incur additional debt is currently limited. Should the Company experience production shortfalls at Twangiza, further delays in the ramp up at Namoya, suspension or delays in the receipt of goods and services, equipment breakdowns, or should the price of gold decrease further, the Company will explore all available options to continue reducing operating costs, manage cash flows and secure additional funding.

Page 16 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

CONTRACTUAL OBLIGATIONS

The Company’s contractual obligations as at September 30, 2015 are described in the following table:

Contractual Obligations	Payments due by period

		Less than	One to three	Four to five
	Total	one year	years	years
	($000's)	($000's)	($000's)	($000's)
Operating leases	891	533	358	-
Finance lease	4,612	2,537	2,075	-
Bank loans	16,720	12,262	4,458	-
Derivative instruments	53,309	23,989	29,320	-
Long-term debt - 2012 Offering	175,000	-	175,000	-
Interest on long-term debt - 2012 Offering	26,250	17,500	8,750	-

RELATED PARTY TRANSACTIONS

The Company’s related parties include key management. Key management includes directors (executive and non-executive), the Chief Executive Officer (“CEO”), the Executive Chairman, the Chief Financial Officer, and the Vice Presidents reporting directly to the CEO. The remuneration of the key management of the Company as defined above, during the three and nine month periods ended September 30, 2015 and 2014 was as follows:

	Q3 2015	Q3 2014	YTD 2015	YTD 2014
	($000's)	($000's)	($000's)	($000's)
Short-term employee benefits	857	713	2,507	1,990
Share-based payments	85	216	591	514
Other benefits	19	20	57	53
Employee retention allowance	63	53	189	145
	1,024	1,002	3,344	2,702

During the three and nine month periods ended September 30, 2015, directors fees of $97 and $227 (three and nine month periods ended September 30, 2014 - $139 and $308) were incurred for non-executive directors of the Company. As of September 30, 2015, $nil was included in accrued liabilities as a payable to three directors (December 31, 2014 - $86).

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Interim Financial Statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the Company’s Interim Financial Statements included the following:

Provision for closure and reclamation

The Company’s operation is subject to environmental regulations in the DRC. Upon establishment of commercial viability of a site, the Company estimates the cost to restore the site following the completion of commercial activities and depletion of reserves. These future obligations are estimated by taking into consideration closure plans, known environmental impacts, and internal and external studies, which estimate the activities and costs that will be carried out to meet the decommissioning and environmental rehabilitation obligations. The Company records a liability and a corresponding asset for the present value of the estimated costs of legal and constructive obligations for future mine rehabilitation. During the mine rehabilitation process, there will be a probable outflow of resources required to settle the obligation and a reliable estimate can be made of those obligations. The present value is determined based on current market assessments using the risk-free rate of borrowing which is approximated by the yield of government bonds with a maturity similar to that of the mine life. The discounted liability is adjusted at the end of each period with the passage of time. The provision represents management’s best estimate of the present value of the future mine rehabilitation costs, which may not be incurred for several years or decades, and, as such, actual expenditures may vary from the amount currently estimated. The decommissioning and environmental rehabilitation cost estimates could change due to amendments in laws and regulations in the DRC. Additionally, actual estimated costs may differ from those projected as a result of an increase over time of actual remediation costs, a change in the timing for utilization of reserves and the potential for increasingly stringent environmental regulatory requirements.

Page 17 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

Impairment

Assets, including property, plant and equipment, exploration and evaluation and mine under construction, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts, which is the higher of fair value less cost to sell and value in use. The assessment of the recoverable amounts often requires estimates and assumptions such as discount rates, exchange rates, commodity prices, rehabilitation and restoration costs, future capital requirements and future operating performance. Changes in such estimates could impact recoverable values of these assets. Estimates are reviewed regularly by management.

Mineral reserve and resource estimates

Mineral reserves and resources are estimates of the amount of ore that can be economically and legally extracted from the Company’s mineral properties. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body. This exercise requires complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as commodity prices, future capital requirements, and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the reserve or resource estimates may impact upon the carrying value of exploration and evaluation assets, mine under construction assets, property, plant and equipment, recognition of deferred tax assets, and expenses.

Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price based on the historic share price movement, the term of the stock option, the expected life based on past experience, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate as per the Bank of Canada for the term of the stock option.

The model inputs for stock options granted during the nine month period ended September 30, 2015 included:

	September 30, 2015
Risk free interest rate	0.46% - 1.00%
Expected life	3 years
Annualized volatility	85.64 - 93.46%
Dividend yield	0.00%
Forfeiture rate	2.00%
Grant date fair value	$0.09 - $0.25

Depreciation of mining assets

Page 18 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

The Company applies the units of production method for amortization of its mine assets in commercial production based on reserve ore tonnes mined. These calculations require the use of estimates and assumptions. Significant judgment is required in assessing the available reserves to be amortized under this method. Factors that are considered in determining reserves are the economic feasibility of the reserves, expected life of the project and proven and probable mineral reserves, the complexity of metallurgy, markets and future developments. Estimates of proven and probable reserves are prepared by experts in extraction, geology and reserve determination. When these factors change or become known in the future, such differences will impact pre-tax profit and carrying value of assets.

Depreciation of property, plant and equipment

Each property, plant and equipment life, which is assessed annually, is assessed for both its physical life limitations and the economic recoverable reserves of the property at which the asset is located. For those assets depreciated on a straight-line basis, management estimates the useful life of the assets. These assessments require the use of estimates and assumptions including market conditions at the end of the assets useful life. Asset useful lives and residual values are re-evaluated annually.

Commercial production

Prior to reaching pre-determined levels of operating capacity intended by management, costs incurred are capitalized as part of mines under construction and proceeds from sales are offset against capitalized costs. Depletion of capitalized costs for mining properties begins when pre-determined levels of operating capacity intended by management have been reached. Management considers several factors in determining when a mining property has reached levels of operating capacity intended by management, including:

	•	when the mine is substantially complete and ready for its intended use;
	•	the ability to produce a saleable product;
	•	the ability to sustain ongoing production at a steady or increasing level;
	•	the mine has reached a level of pre-determined percentage of design capacity;
	•	mineral recoveries are at or near the expected production level; and
	•	the completion of a reasonable period of testing of the mine plant and equipment.

The results of operations of the Company during the periods presented in the Company’s consolidated financial statements have been impacted by management’s determination that its Twangiza mine had reached the commercial production phase on September 1, 2012. When a mine development project moves into the production stage, the capitalization of certain mine development and construction costs ceases. Subsequent costs are either regarded as forming part of the cost of inventory or expensed. However, any costs relating to mining asset additions or improvements, underground mine development or mineable reserve development are assessed to determine whether capitalization is appropriate.

Provisions and contingencies

The amount recognized as provision, including legal, contractual, constructive and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available, relevant laws and other appropriate requirements.

Exploration and evaluation expenditure

The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. There are a few circumstances that would warrant a test for impairment, which include: the expiry of the right to explore, substantive expenditure on further exploration is not planned, exploration for and evaluation of the mineral resources in the area have not led to discovery of commercially viable quantities, and/or sufficient data exists to show that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale. If information becomes available suggesting impairment, the amount capitalized is written off in the consolidated statement of comprehensive (loss)/income during the period the new information becomes available.

Page 19 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

Income taxes

The Company is subject to income taxes in various jurisdictions and subject to various rates and rules of taxation. Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

In addition, the Company has recognized deferred tax assets relating to tax losses carried forward to the extent there is sufficient taxable income relating to the same taxation authority and the same subsidiary against which the unused tax losses can be utilized. However, future realization of the tax losses also depends on the ability of the entity to satisfy certain tests at the time the losses are recouped, including current and future economic conditions, production rates and production costs.

Functional and presentation currency

Judgment is required to determine the functional currency of the parent and its subsidiaries. These judgments are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances.

Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the contractual arrangement at inception date, including whether the arrangement contains the use of a specific asset and the right to use that asset. Where the Company receives substantially all the risks and rewards of ownership of the asset, these arrangements are classified as finance leases. Finance leases are recorded as an asset with a corresponding liability at an amount equal to the lower of the fair value of the leased asset and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance costs using the effective interest method, with the interest element of the lease charged to the consolidated statement of comprehensive (loss)/income as a finance cost. Property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term.

All other leases are classified as operating leases. Operating lease payments are recognized in the consolidated statement of comprehensive (loss)/income on a straight-line basis over the lease term.

NEWLY APPLIED ACCOUNTING STANDARDS

The following amended standards were applied as of January 1, 2015:

	•	IFRS 8, “Operating Segments” (amendment); and
	•	IAS 24, “Related Party Disclosures” (amendment).

The adoption of these amended standards did not have a significant impact on the Company’s Interim Financial Statements.

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective and determined that the following may have an impact on the Company:

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

Amendments to IFRS 10, Consolidated Financial Statements (“IFRS 10”), IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), and IAS 28 Investments in Associates and Joint Ventures (“IAS 28”) were published by the IASB in December 2014. The amendments define the application of the consolidation exception for investment entities. These are effective for annual periods beginning on or after January 1, 2016. The Company is evaluating the impact of these standards but does not expect these standards to have a material impact on its consolidated financial statements.

FINANCIAL INSTRUMENTS

Fair value of financial assets and liabilities

The consolidated statements of financial position carrying amounts for cash and cash equivalents, trade and other receivables, bank loans, and trade and other payables approximate fair value due to their short-term nature.

Fair value hierarchy

The following provides a description of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

•

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

	•	Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

	•	Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial assets and liabilities carried at amortized cost (excluding the “Notes”) are approximated by their carrying values.

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.

Risk Management Policies

The Company is sensitive to changes in commodity prices and foreign-exchange. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. Although the Company has the ability to address its price-related exposures through the use of options, futures and forward contracts, it currently does not typically enter into such arrangements.

Foreign Currency Risk

Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and Canadian dollar or other foreign currencies will affect the Company’s operations and financial results. A portion of the Company’s transactions are denominated in Canadian dollars, Congolese francs, South African rand, British pounds, Australian dollars and European Euros. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. Significant foreign exchange gains or losses are reflected as a separate component of the interim condensed consolidated statement of comprehensive (loss)/income. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. See Note 31(c) of the Interim Financial Statements for additional details.

Credit Risk

Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. Financial instruments, which are potentially subject to credit risk for the Company, consist primarily of cash and cash equivalents, and trade and other receivables. Cash and cash equivalents are maintained with several financial institutions of reputable credit and may be redeemed upon demand. Cash and cash equivalents are held in Canada and the DRC. The sale of goods exposes the Company to the risk of non-payment by customers. The Company manages this risk by monitoring the creditworthiness of its customers. It is therefore the Company’s opinion that such credit risk is subject to normal industry risks and is considered minimal.

Any credit risk exposure on cash balances is considered negligible as the Company places deposits only with major established banks in the countries in which it carries on operations.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company attempts to ensure that there is sufficient cash to meet its liabilities when they are due and manages this risk by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a cost-effective manner. Temporary surplus funds of the Company are invested in short-term investments. The Company arranges the portfolio so that securities mature approximately when funds are needed. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. The Company’s liquidity requirements are met through a variety of sources, including cash and cash equivalents, existing credit facilities and capital markets. Should the Company experience production shortfalls at Twangiza, delays in ramp up at Namoya, equipment breakdowns, or delays in completion schedules, or should the price of gold decrease further, the Company will need to further examine funding options. See Note 31(e) of the Interim Financial Statements for additional details.

Page 22 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

Market Risk

Market risk is the potential for financial loss from adverse changes in underlying market factors, including foreign-exchange rates, commodity prices, interest rate and share based payment costs.

Foreign Operations and Political Risk

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 required financing because of the perceived investment risk.

Access to Capital Markets and Indebtedness Obligation Risk

In March 2012, the Company closed a $175,000 debt financing, which included the issuance by the Company of $175,000 aggregate principal amount of Notes with an interest rate of 10% and a maturity date of March 1, 2017. As a result of this financing, together with additional debt financings subsequently carried out, the Company has a significant amount of indebtedness. The Company and certain of its subsidiaries also have financial obligations with respect to outstanding preferred shares. The Company’s high level of indebtedness and preferred share obligations could have important adverse consequences, including: limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements; requiring a substantial portion of the Company’s cash flows to be dedicated to debt service payments and preferred share dividends instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes; increasing the Company’s vulnerability to general adverse economic and industry conditions; limiting the Company’s flexibility in planning for and reacting to changes in the industry in which it competes; placing the Company at a disadvantage compared to other, less leveraged competitors; and increasing the cost of borrowing.

Banro’s inability to generate sufficient cash flows to satisfy its debt obligations would materially and adversely affect the Company’s financial position and results of operations. If the Company cannot make scheduled payments on its debt, the Company will be in default and holders of the debt could declare all outstanding principal and interest to be due and payable, and the Company could be forced into bankruptcy or liquidation.

The indenture under which the Notes were issued contains a number of restrictive covenants that impose significant operating and financial restrictions on the Company and may limit the Company’s ability to engage in acts that may be in its long-term best interest. A breach of the covenants under this indenture could result in an event of default. In the event the Noteholders accelerate the repayment of the Company’s indebtedness, Banro may not have sufficient assets to repay that indebtedness. As a result of these restrictions, Banro may be: limited in how it conducts its business; unable to raise additional debt or equity financing to operate during general economic or business downturns; or unable to compete effectively or to take advantage of new business opportunities. These restrictions may affect the Company’s ability to grow in accordance with its strategy.

Exploration and Development Risk

Certain of the Company's properties are in the exploration or development stage only and have not commenced commercial production. The Company currently does not generate income from properties under exploration and development. 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 are 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 or development programs will result in a profitable commercial mining operation.

Mineral Reserve and Mineral Resources Estimates Risk

The Company's mineral resources and mineral reserves are estimates and no assurance can be given that the indicated levels of gold will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that the resource and reserve estimates for its properties are well established, by their nature resource and reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences, which may ultimately prove unreliable. If such estimates are inaccurate or are reduced in the future, this could have a material adverse impact on the Company. 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.

Page 23 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

Environmental, Health and Safety Risk

The Company’s mining operation, exploration and development activities are subject to extensive laws and regulations governing the protection of the environment, waste disposal, worker safety and other related hazards and risks normally incident to gold mining operations, 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. A breach of such laws and regulations may result in significant fines and penalties. The Company intends to fully comply with all environmental and safety regulation applicable in the DRC and comply with prudent international standards.

Commodity Price Risk

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 factors on the price of gold, and therefore on the economic viability of the Company's properties, cannot accurately be predicted. To date the Company has not adopted specific strategies for controlling the impact of fluctuations in the price of gold.

Reference is made to the Company's annual report on Form 20-F dated April 6, 2015 for additional risk factor disclosure (a copy of such document can be obtained from SEDAR at www.sedar.com and EDGAR at www.sec.gov).

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 November 11, 2015, the Company had outstanding 252,159 common shares, 116 series A preference shares, 1,200 series B preference shares, stock options to purchase an aggregate of 21,675 common shares, 8,400 warrants (with each such warrant entitling the holder to purchase one common share of the Company at a price of $6.65 until March 1, 2017), and additional warrants entitling the holders to purchase a total of 13,300 common shares of the Company at a price of Cdn$0.269 per share until August 18, 2017. Reference is also made to the private placement completed in February 2014, pursuant to which preferred shares of two subsidiaries of the Company were issued. At the option of the holders of such preferred shares and at any time before the maturity date of such preferred shares of June 1, 2017, the holders are entitled to exchange their preferred shares into 63,000 common shares of the Company at a strike price of $0.5673 per common share.

Page 24 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

DISCLOSURE CONTROLS AND PROCEDURES

Management is responsible for establishing and maintaining adequate internal controls over disclosure controls and procedures, as defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators and Rules 13a-15(e) and Rule 15d-15(e) under the United States Exchange Act of 1934, as amended. 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, 2014 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 concluded that, as of December 31, 2014, the disclosure controls and procedures were ineffective due to the identification of a material weakness in the information technology general controls (“ITGC”) and in the controls over financial reporting relating to the preparation and review of the statement of cash flow and sufficiency of documentary evidence supporting the precision of review over the completeness and accuracy of inputs, assumptions and formulas included in the impairment models, as discussed in the internal control over financial reporting section below. As such, there is a possibility that the internal control over financial reporting will fail to detect a material misstatement in the financial statements on a timely basis.

Page 25 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

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 for external purposes in accordance with IFRS. As at December 31, 2014, the Company’s Chief Executive Officer and Chief Financial Officer evaluated or caused to be evaluated under their supervision the effectiveness of the Company’s internal control over financial reporting. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework of 1992. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of December 31, 2014, there was a material weakness in ITGC and in the internal controls over financial reporting relating to the preparation and review of the statement of cash flow and sufficiency of documentary evidence supporting the precision of review over the completeness and accuracy of inputs, assumptions and formulas included in the impairment models.

With respect to ITGC, in the first half of 2014, the Company embarked on a SAP implementation that was fully operational by Q3 2014. The intention of the system implementation was to improve the business processes on both an operational control basis and ITGC basis. Due to limited resources and change in personnel responsible for the SAP implementation, the Company focused its efforts on system implementation and training but fell short of properly implementing the new ITGC features in the second half of 2014, which was deemed a material weakness due to ineffective controls over access security and change management resulting in a potential impact on the reliability of information produced by the system. Management has used external consultants in conjunction with internal resources to implement controls over access security and change management during the first half of 2015. The evaluation of these controls is currently in progress.

With respect to internal controls in 2014 over the preparation and review of the statement of cash flow, it came to management’s attention that the accounting treatment of a deferred revenue transaction first accounted for in 2013 should have been classified in the consolidated statement of cash flow as operating and investing activities instead of financing activities. The Company restated the statement of cash flow as disclosed in note 34 of the 2014 Annual Financial Statements. As a result, the Company concluded that a material weakness in internal controls over the preparation and review of the statement of cash flow existed given the application of this inappropriate accounting treatment in 2014. In the third quarter of 2014, the Company added two additional chartered professional accountants to the finance team with extensive experience in IFRS with major publicly traded companies in the mining industry. Management believes that the enhanced finance team is capable of addressing the preparation and review of the statement of cash flow.

With respect to internal controls in 2014 over the sufficiency of documentary evidence supporting the precision of review over the completeness and accuracy of inputs, assumptions and formulas included in the impairment models, it came to management’s attention that the level of documentary evidence supporting the precision of the review was insufficient to appropriately evidence the precision to which management reviewed the impairment models. During the relevant reporting period, management’s key focus in performing the impairment analysis was on ensuring that the information included in the models was complete and accurate in order to ensure appropriate conclusions were reached for financial reporting. As no issues were identified with respect to the inputs, assumptions and formulas that would change the conclusions reached in the impairment models, management is continuing to enhance the level of documentation maintained in the review process in relevant reporting periods through the establishment of enhanced standard documentation procedures.

The Company is required under Canadian securities laws 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. Refer to the discussion above for the Company’s remediation plan with respect to material weaknesses identified in 2014.

It should be noted that a control system, including the Company’s disclosure controls and procedures system and internal control over financial reporting system, 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 Company’s disclosure controls and procedures system and internal control over financial reporting will prevent or detect all reporting deficiencies whether caused by either error or fraud.

Page 26 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

NON-IFRS MEASURES

Management uses cash cost, all-in sustaining cost, gold margin and EBITDA to monitor financial performance and provide additional information to investors and analysts. These metrics do not have a standard definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. As these metrics do not have a standardized meaning, it may not be comparable to similar measures provided by other companies. However, the methodology used by the Company to determine cash cost per ounce is based on a standard developed by the Gold Institute, which was an association which included gold mining organizations, amongst others, from around the world.

The Company defines cash cost, as recommended by the Gold Institute standard, as all direct costs that the Company incurs relating to mine production, transport and refinery costs, general and administrative costs, movement in production inventories and ore stockpiles, less depreciation and depletion. Cash cost per ounce is determined on a sales basis.

Cash Cost	Q3 2015		Q3 2014		Q2 2015		Q3 2015 YTD		Q3 2014 YTD
	($000's)		($000's)		($000's)		($000's)		($000's)
Mine operating expenses	23,084		25,192		28,068		75,433		71,833
Less: Depletion and depreciation	(5,821	)	(8,495	)	(7,125	)	(19,332	)	(19,431	)
Total cash costs	17,263		16,697		20,943		56,101		52,402
Gold sales (oz)	34,467		26,997		35,665		104,088		71,961
Cash cost per ounce ($/oz)	501		618		587		539		728

The Company defines all-in sustaining costs as all direct costs that the Company incurs relating to mine production, transport and refinery costs, general and administrative costs, movement in production inventories and ore stockpiles, less depreciation and depletion plus all sustaining capital costs (excluding exploration). All-in sustaining cost per ounce is determined on a sales basis.

All-In Sustaining Cost	Q3 2015		Q3 2014		Q2 2015		Q3 2015 YTD		Q3 2014 YTD
	($000's)		($000's)		($000's)		($000's)		($000's)
Mine operating expenses	23,084		25,192		28,068		75,433		71,832
Less: Depletion and depreciation	(5,821	)	(8,495	)	(7,125	)	(19,332	)	(19,431	)
Total cash costs	17,263		16,697		20,943		56,101		52,401
Sustaining capital	3,690		2,262		4,074		9,589		7,101
All-in cash costs	20,953		18,959		25,017		65,690		59,502
Gold sales (oz)	34,467		26,997		35,665		104,088		71,961
All-in cash cost per ounce ($/oz)	608		702		701		631		827

The Company defines gold margin as the difference between the cash cost per ounce disclosed and the average price per ounce of gold sold during the reporting period.

Banro calculates EBITDA as net income or loss for the period excluding: interest and financing costs, income tax expense, and depreciation and amortization, and impairment charges. EBITDA is intended to provide additional information to investors and analysts. It does not have any standardized meaning prescribed by IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. EBITDA excludes the impact of cash costs of financing activities and taxes, and the effects of changes in operating working capital balances, and therefore is not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate EBITDA differently. A reconciliation between net profit for the period and EBITDA is presented below:

EBITDA	Q3 2015		Q3 2014	Q2 2015		Q3 2015 YTD		Q3 2014 YTD
	($000's)		($000's)	($000's)		($000's)		($000's)
Net (loss)/income	(12,211	)	3,750	(48,666	)	(54,097	)	48
Interest and Financing Costs	3,686		1,686	6,035		15,424		5,249
Taxes	-		-	-		-		-
Depletion and depreciation	5,834		8,513	7,148		19,393		19,480
Impairment	23,000		-	50,200		73,200		-
EBITDA	20,309		13,949	14,717		53,920		24,777

Page 27 of 28

Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS - THIRD QUARTER 2015

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESERVE AND RESOURCE ESTIMATES

This MD&A has been prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Without limiting the foregoing, the Company uses the terms "measured", "indicated" and "inferred" resources. U.S. investors are advised that, while such terms are recognized and required by Canadian securities laws, the U.S. Securities and Exchange Commission (the "SEC") does not recognize them. Under U.S. standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. U.S. investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. Further, "inferred resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assumed that all or any part of the "inferred resources" will ever be upgraded to a higher category. Therefore, U.S. investors are also cautioned not to assume that all or any part of the inferred resources exist, or that they can be mined legally or economically. Disclosure of "contained ounces" is permitted disclosure under Canadian regulations, however, the SEC normally only permits issuers to report mineral deposits that do not constitute "reserves" as in place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources disclosed by the Company, may not be comparable to information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.

National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") is a rule of the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, the Company’s reserve and resource estimates have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System. These standards differ significantly from the requirements of the SEC, and reserve and resource information disclosed by the Company may not be comparable to similar information disclosed by U.S. companies. One consequence of these differences is that "reserves" calculated in accordance with Canadian standards may not be "reserves" under the SEC standards.

U.S. investors are urged to consider closely the disclosure in the Company's Form 20-F Annual Report (File No. 001-32399), which may be secured from the Company, or from the SEC's website at http://www.sec.gov

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FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, John Clarke, Chief Executive Officer and President of Banro Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Banro Corporation (the "issuer") for the interim period ended September 30, 2015.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)	designed ICFR, or caused it 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 the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control – Integrated Framework (1992) issued by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A.

5.3 N/A.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2015 and ended on September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 11, 2015.

(signed) "John Clarke"

Name: John Clarke

Title: Chief Executive Officer and President

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Kevin Jennings, Chief Financial Officer of Banro Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Banro Corporation (the "issuer") for the interim period ended September 30, 2015.

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)	designed ICFR, or caused it 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 the issuer's GAAP.