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, 2014.
Commission File Number 001-32399
BANRO CORPORATION
(Translation of
registrants name into English)
1 First Canadian Place
100 King Street West, Suite
7070
Toronto, Ontario, Canada
M5X 1E3
(Address of
principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F
Form 20-F[
]
Form 40-F[X]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1):[ ]
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7):[ ]
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrants
home country), or under the rules of the home country exchange on which the
registrants securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been distributed to the
registrants security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
BANRO CORPORATION
|
/s/ Kevin
Jennings
|
Date: November 4, 2014 |
Kevin Jennings |
|
Chief Financial Officer |
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INDEX TO EXHIBITS
-3-
Banro and Gold Holding Sign Definitive
Agreement
for US$41 Million Gold Sale Transaction
Toronto, Canada November 4, 2014 Banro Corporation
("Banro") (NYSE MKT - "BAA"; TSX - "BAA") is pleased to announce, further to
Banros October 15, 2014 and August 18, 2014 press releases, the signing of the
definitive agreement with Gold Holding Ltd. (Gold Holding) for the US$41
million gold sale transaction relating to the Twangiza mine. This transaction,
which is expected to close within the next few weeks, involves the prepayment by
Gold Holding of US$41 million for its purchase of 40,500 ounces of gold (amended
from 40,000 ounces of gold) from the Twangiza mine, with the gold deliverable
over four years, at 10,125 ounces per year. The contemplated US$80 million gold
sale transaction with Gold Holding relating to the Namoya mine, as referred to
in Banros October 15, 2014 and August 18, 2014 press releases, is anticipated
to close before the end of this calendar year subject to finalizing the
definitive agreement with Gold Holding. Reference is made to the said press
releases for additional information with respect to both the Twangiza and Namoya
transactions.
Banro Corporation is a Canadian gold mining
company focused on production from the Twangiza mine, which began commercial
production September 1, 2012, and completion of its second gold mine at Namoya
located approximately 200 kilometres south of the Twangiza gold mine. The
Companys longer term objectives include the development of two additional
major, wholly-owned gold projects, Lugushwa and Kamituga. The four projects,
each of which has a mining license, are located along the 210 kilometre long
Twangiza-Namoya gold belt in the South Kivu and Maniema provinces of the
Democratic Republic of the Congo. Led by a management team with extensive gold
and African experience, the initial focus of the Company is on the mining of
oxide material, which has a low capital intensity to develop but also attracts a
lower technical and financial risk to the Company. All business activities are
followed in a socially and environmentally responsible manner.
Cautionary Note Concerning Forward-Looking Statements
This press release contains forward-looking statements. All
statements, other than statements of historical fact, that address activities,
events or developments that the Company believes, expects or anticipates will or
may occur in the future (including, without limitation, statements regarding the
closing of the Twangiza and Namoya gold sale transactions with Gold Holding (the
Gold Sale Transactions), future gold production and the anticipated effect of
the Gold Sale Transactions on the Companys operations and financial condition)
are forward-looking statements. These forward-looking statements reflect the
current expectations or beliefs of the Company based on information currently
available to the Company. Forward-looking statements are subject to a number of
risks and uncertainties that may cause the actual results of the Company to
differ materially from those discussed in the forward-looking statements, and
even if such actual results are realized or substantially realized, there can be
no assurance that they will have the expected consequences to, or effects on the
Company. Factors that could cause actual results or events to differ materially
from current expectations include, among other things: failure to enter into
definitive documentation in respect of, or complete, the Namoya Gold Sale Transaction; failure to complete the Twangiza Gold Sale Transaction; the need to satisfy legal requirements and other conditions to closing with respect to the Gold Sale Transactions; the fact that Gold
Holding’s commitment with respect to the Namoya Gold Sale Transaction is non-binding and that Gold Holding’s continued cooperation will be necessary to complete the Namoya Gold Sale Transaction; the possibility that the completion of the
Gold Sale Transactions may be delayed, or that the amount or terms of the Namoya Gold Sale Transaction may be renegotiated; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return of the
Company’s projects; 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 and mineral reserves
(the Company’s mineral resource and mineral reserve figures are estimates and no assurance can be given that the intended levels of gold will be produced); fluctuations in gold prices and currency exchange rates; inflation; gold recoveries
being less than those indicated by the metallurgical testwork carried out to date (there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in large tests under on-site conditions or during production);
uncertainties relating to the availability and costs of financing needed in the future; changes in equity markets; political developments in the Democratic Republic of the Congo; lack of infrastructure; failure to procure or maintain, or delays in
procuring or maintaining, permits and approvals; lack of availability at a reasonable cost or at all, of plants, equipment or labour; the possibility of accidents, equipment breakdowns or other events resulting in interruptions in production;
inability to attract and retain key management and personnel; changes to regulations affecting the Company's activities; the uncertainties involved in interpreting drilling results and other geological data; and the other risks disclosed under the
heading "Risk Factors" and elsewhere in the Company's annual information form dated March 29, 2014 filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Any forward-looking statement speaks only as of the date on which it is made and, except as
may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that
the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty
therein.
For further information, please visit the Banro website at www.banro.com, or contact:
Naomi Nemeth, Banro Investor Relations, +1 (416) 366-9189, +1-800-714-7938, Ext. 2802, IR@banro.com, and follow Banro on Twitter @banrocorp.
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