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 June, 2015.
Commission File Number 001-32399
BANRO CORPORATION
(Translation of registrants name into English)
1 First Canadian Place
100 King Street West, Suite
7070
Toronto, Ontario, Canada
M5X 1E3
(Address of
principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an attached
annual report to security holders.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report or other
document that the registrant foreign private issuer must furnish and make public
under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrants home country), or under the
rules of the home country exchange on which the registrants securities are
traded, as long as the report or other document is not a press release, is not
required to be and has not been distributed to the registrants security
holders, and, if discussing a material event, has already been the subject of a
Form 6-K submission or other Commission filing on EDGAR.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
BANRO CORPORATION |
|
|
|
/s/ Kevin Jennings |
Date: June 19, 2015 |
Kevin Jennings |
|
Chief Financial Officer |
-2-
INDEX TO EXHIBITS
-3-
FORM 51-102F3 - MATERIAL CHANGE REPORT
1. |
Name and Address of
Company |
Banro Corporation
1 First Canadian
Place
Suite 7070, 100 King Street West
Toronto, Ontario
M5X 1E3
2. |
Date of Material Change |
June 8, 2015.
The news release (the "News
Release") attached hereto as Schedule "A" was issued through Marketwired on
June 8, 2015.
4. |
Summary of Material Change |
See the attached News Release, which
News Release is incorporated herein.
5. |
Full Description of Material
Change |
|
5.1 |
Full Description of Material
Change |
See the attached News Release, which
News Release is incorporated herein.
|
5.2 |
Disclosure for Restructuring
Transactions |
Not applicable.
6. |
Reliance on subsection 7.1(2) of National Instrument
51-102 |
Not applicable.
Not applicable.
Geoffrey Farr (Vice President, General
Counsel and Corporate Secretary) - (416) 366-2221.
June 18, 2015.
Schedule "A"
Banro Announces a 59% Increase in Twangiza Reserves and
Twangiza Mine Life
Extension to 14 Years
Toronto, Canada June 8, 2015 Banro Corporation
("Banro" or the "Company") (NYSE MKT - "BAA"; TSX - "BAA") is pleased to provide
an update of its Mineral Resource and Mineral Reserve estimates at its
wholly-owned projects on the Twangiza-Namoya gold belt in the Democratic
Republic of the Congo ("DRC"). The annual review of Mineral Resources and
Mineral Reserves at the Companys four core projects, Twangiza, Namoya, Lugushwa
and Kamituga, has resulted in a substantial increase in Mineral Reserves with
the conversion of transition and fresh Mineral Resources into Mineral Reserves
at Twangiza.
Highlights
|
The Twangiza Proven and Probable Reserves increased 59%
to 1.64 million ounces (Moz) of gold (22.38Mt @ 2.28g/t Au) with the
inclusion of non-oxide materials in the reserve pit shell which have been
proven economically treatable with the existing plant. This expands the
Twangiza mine life utilizing the existing plant to 14 years. |
|
At Namoya, the Proven and Probable Mineral Reserves have
decreased 5% to 1.27 Moz (20.53Mt @ 1.92g/t Au), primarily due to mining
depletion. |
|
Banros overall Mineral Reserves have grown by 23% to
2.91 Moz (42.91Mt @ 2.11g/t Au) at US$1,200/oz gold price. |
|
Banros total Measured and Indicated Resources for all
its properties is 7.73 Moz (154.91Mt @ 1.55g/t Au), and 5.26 Moz (97.78Mt
@ 1.67g/t Au) in Inferred Resources |
The reserve growth at Twangiza has been achieved through the
proven ability of the current plant to economically process non-oxide materials
existing within the reserve pit shell. This achievement will extend the mine
life of the current installed operations to 14 years, and provide a foundation
for future optimization and the possible future expansion of the existing
Twangiza operations, commented Banro CEO and President, John Clarke.
A-2
During 2014, the Company scaled down its exploration activities
at its Twangiza, Namoya, Lugushwa and Kamituga projects and focused its
geological expertise on supporting the production growth at Twangiza,
development at the Namoya Mine and identification of near mine high grade
targets.
In order to consolidate Banros position on the various
exploration sites, some limited exploration activities are planned for 2015
using small teams focused on generating new oxide targets in Lugushwa and
Kamituga. At Namoya, exploration drilling activities will be focused on near
mine resource upgrade and resource generation activities. The primary objective
is to upgrade inferred resources within the Namoya Summit-Filon B reserve pit
into a higher confidence resource for conversion into mineral reserves. Another
objective is to define additional near mine oxide resources within 5 kilometers
of the Run-Of-Mine pad. At Twangiza, delineation drilling will be focused on
near mine oxide resources generation on the Twangiza East and West
mineralization.
Banros Mineral Resources and Mineral Reserves disclosed in
this press release are reported in accordance with National Instrument 43-101
(Standards of Disclosure for Mineral Projects), which incorporates by reference
the CIM Definition Standards on Mineral Resources and Mineral Reserves. The
Mineral Resources reported in this press release are inclusive of the Mineral
Reserves component.
Mineral Resource and Mineral Reserve Declaration at December
31, 2014
Table 1: Mineral Resources
Mine/Project/Category |
As at December 31, 2013
|
As at December 31, 2014
|
|
Tonnes |
Grade |
Gold |
Tonnes |
Grade |
Gold |
|
(Mt) |
(g/t Au) |
(Moz) |
(Mt) |
(g/t Au) |
(Moz) |
Twangiza (Oxide) |
|
|
|
|
|
|
Measured |
6.56 |
2.62 |
0.55 |
3.72 |
2.30 |
0.28 |
Indicated |
9.00 |
1.89 |
0.55 |
8.76 |
1.88 |
0.53 |
Measured & Indicated |
15.56 |
2.21 |
1.10 |
12.48 |
2.02 |
0.81 |
Inferred |
1.27 |
1.35 |
0.06 |
1.34 |
1.32 |
0.06 |
|
|
|
|
|
|
|
Twangiza (Transition & Fresh) |
|
|
|
|
|
|
Measured |
5.97 |
2.23 |
0.43 |
3.80 |
2.23 |
0.27 |
Indicated |
92.87 |
1.43 |
4.26 |
93.00 |
1.40 |
4.18 |
Measured & Indicated |
98.85 |
1.48 |
4.69 |
96.80 |
1.43 |
4.45 |
Inferred |
12.10 |
1.22 |
0.47 |
11.65 |
1.12 |
0.42 |
|
|
|
|
|
|
|
Namoya (Oxide & Free- milling) |
|
|
|
|
|
|
Measured |
23.75 |
1.98 |
1.51 |
22.95 |
1.95 |
1.44 |
Indicated |
6.03 |
1.62 |
0.31 |
5.78 |
1.61 |
0.30 |
Measured & Indicated |
29.78 |
1.91 |
1.83 |
28.72 |
1.88 |
1.74 |
Inferred |
6.52 |
1.61 |
0.34 |
6.35 |
1.63 |
0.33 |
|
|
|
|
|
|
|
Lugushwa (Oxide) |
|
|
|
|
|
|
Indicated |
16.91 |
1.35 |
0.73 |
16.91 |
1.35 |
0.73 |
Inferred |
6.17 |
1.56 |
0.31 |
6.17 |
1.56 |
0.31 |
Lugushwa (Transition & Fresh) |
|
|
|
|
|
|
Inferred |
65.01 |
1.54 |
3.22 |
65.01 |
1.54 |
3.22 |
|
|
|
|
|
|
|
Kamituga |
|
|
|
|
|
|
Inferred (Surface) |
4.14 |
2.40 |
0.32 |
4.14 |
2.40 |
0.32 |
Inferred (Underground) |
3.12 |
6.00 |
0.60 |
3.12 |
6.00 |
0.60 |
|
|
|
|
|
|
|
TOTAL MEASURED & INDICATED |
161.10 |
1.61 |
8.35 |
154.91 |
1.55 |
7.73 |
TOTAL INFERRED |
98.32 |
1.68 |
5.32 |
97.78 |
1.67 |
5.26 |
A-3
Mineral Resource
Banros Measured & Indicated (M&I) Mineral Resource
has decreased 7.37% to 7.73 Moz (154.91Mt @ 1.55g/t Au) (December 31, 2013: 8.35
Moz representing 161.10Mt @ 1.61g/t Au), and Inferred Mineral Resources have
decreased by 1.14% to 5.26 Moz (97.78Mt @ 1.67g/t Au) (December 31, 2013: 5.32
Moz representing 98.32Mt @ 1.68g/t Au). The reduction in the Mineral Resource is
mainly attributed to mining depletion. The Mineral Resource estimates discussed
in this press release consist of in situ Mineral Resources at a 0.4 g/t Au
(Namoya, Lugushwa and Twangiza) cut-off constrained within a US$1,600 per ounce
optimized pit shell.
The underground Mineral Resources at Kamituga are those
situated below the Mobale open pit, estimated using historical underground
information at a cut-off grade of 1.5 g/t Au. The Mineral Resource estimates for
Kamituga were prepared by SRK Consulting (UK) Limited (then Steffen, Robertson
and Kirsten (UK) Ltd) (SRK) using historical data and were included in the
February 2005 NI 43-101 technical report prepared by SRK for Banro (this report
is entitled, "NI 43-101 Technical Report Resource Estimation and Exploration
Potential at the Kamituga, Lugushwa and Namoya Concessions, Democratic Republic
of Congo"). These estimates have not been updated. Banro has since 2011 carried
out extensive exploration including some amount of drilling to verify the
historical results at Kamituga. Further work planned, especially drilling work
to update the Kamituga resource, was deferred as the focus shifted to mine
development at Namoya and the process plant expansion at the Twangiza mine.
Below are the key assumptions, parameters and methods used to
estimate the Twangiza, Lugushwa and Namoya mineral resources:
|
|
Wireframing was restricted to borehole intersections
above a 0.3 to 0.5g/t Au cut-off grade for Lugushwa and 0.4g/t Au for
Namoya, Twangiza East and West; |
|
|
Gold grades have been determined using Ordinary Kriging
interpolation into a 3- Dimensional block model constrained by
mineralization wireframes; |
|
|
The mineralization models were constrained within the
wireframe with primary block dimensions of 20 metres N-S (along strike),
20 metres E-W (across strike) and 10 metres in the vertical direction;
|
A-4
|
|
Estimation used dynamic anisotropy; |
|
|
Datamine Studio 3TM was the modelling package; and
|
|
|
At all times, the relationship between geology, mining
and economic factors was taken into account. |
Drill cores for assaying were taken at a maximum of one metre
intervals and were cut with a diamond saw with one-half of the core placed in
sealed bags and sent to the Companys sample preparation facility in Bukavu,
DRC. The core samples were then crushed down to minus 2 mm, and split with half
of the sample pulverized down to 90% passing 75 microns. Approximately 150 grams
of the pulverized sample was then shipped to the SGS Laboratory (which is
independent of the Company) in Mwanza, Tanzania where the samples were analyzed
for gold by fire assay using a 50g charge. As part of the Companys QA/QC
procedures, internationally recognized standards, duplicates and blanks were
inserted into the sample batches.
Drill core samples were respectively taken from Lugushwa,
Namoya, Twangiza East and West to determine relative density measurements for
the various deposits and the oxide, transitional and fresh rock components.
Mineral Reserve
Table 2: Mineral Reserves
Mine/Project/Category |
As at December 31,
2013 |
As at December 31,
2014 |
|
Tonnes (Mt) |
Grade (g/t Au) |
Gold (Moz) |
Tonnes (Mt) |
Grade (g/t Au) |
Gold (Moz) |
Twangiza |
Proven |
5.62 |
2.49 |
0.45 |
7.47 |
2.41 |
0.58 |
Probable |
8.07 |
2.23 |
0.57 |
14.91 |
2.22 |
1.06 |
Proven + Probable |
13.69 |
2.34 |
1.03 |
22.38 |
2.28 |
1.64 |
|
Namoya |
Proven |
22.39 |
1.78 |
1.28 |
18.44 |
1.98 |
1.17 |
Probable |
1.31 |
1.34 |
0.06 |
2.09 |
1.43 |
0.10 |
Proven + Probable |
23.70 |
1.75 |
1.34 |
20.53 |
1.92 |
1.27 |
|
TOTAL MINERAL RESERVE |
Proven |
28.01 |
1.92 |
1.73 |
25.91 |
2.1 |
1.75 |
Probable |
9.37 |
2.09 |
0.63 |
17.00 |
2.12 |
1.16 |
|
Total Proven + Probable |
37.39 |
1.96 |
2.36 |
42.91 |
2.11 |
2.91 |
Note: Rounding of numbers may result in computational
discrepancies.
Mineral Reserves are included in Mineral Resources.
A-5
The Proven and Probable Mineral Reserve of Twangiza has
increased by 59% to 1.64 Moz (22.38Mt @ 2.28g/t Au) from 1.03 Moz (13.69Mt @
2.34g/t Au) (December 31, 2013). This 59% increase is comprised of net mining
depletion, discount on bulk density, artisanal mining voids and an increase in
reserves as a result of the proven ability to process by blending the portions
of the non-oxide ore within the reserve pit using the upgraded Twangiza plant.
A reconciliation exercise carried out under the supervision of
SRK recommended a revision of the bulk densities of the top 15m material in the
Twangiza Main and North pits, from an average of 2.05 t/m3 to 1.80
t/m3 and 1.89 t/m3, respectively. Due to the extensive
degree of weathering and artisanal mining, a further 19.5% discount was applied
to the overall bulk densities of the measured component of the Twangiza Main
pit. These modifications were not captured in the Feasibility Studies published
in July 2009.
Table 3: The key assumptions used for the determination of
the Mineral Reserves at Twangiza
Input data |
Units |
Gold price |
US$ 1,200 per ounce |
Mining costs |
US$ 3.51/tonne mined |
Processing costs |
US$ 18.59/tonne processed |
General and administration costs |
US$ 12.29/tonne processed |
Royalties and selling costs |
US$ 63.19/ounce |
Mining dilution |
5% at zero grade |
Reserves cut-off grade |
0.84 g/t Au recoverable |
Mining recovery |
100% |
Pit slopes |
30 to 50 degrees |
Metallurgical recovery
|
Oxides |
Main |
88.0 % |
|
North |
89.0 % |
Transition
FP |
Main |
77.6 % |
North |
90.9 % |
Fresh FP
|
Main |
73.0 % |
North |
79.4 % |
Transition
CMS |
Main |
35.5 % |
North |
35.6 % |
Fresh CMS
|
Main |
50.4 % |
North |
50.5 %
|
A-6
The Proven and Probable Mineral Reserve estimate at Namoya is
1.27 Moz (20.53Mt @ 1.92g/t Au).
Table 4: The key assumptions used for the determination of
the Mineral Reserves at Namoya
Input data |
Units |
Gold price |
US$ 1,200 per ounce |
Mining costs |
US$ 3.54/tonne mined |
Processing costs |
US$ 10.72/tonne processed |
General and administration costs |
US$ 5.60/tonne processed |
Royalties and selling costs |
US$ 39.06/ounce |
Mining dilution |
5% at zero grade |
Reserves cut-off grade |
0.43 g/t Au recoverable |
Mining recovery |
100% |
Pit slopes |
40 to 50 degrees |
Metallurgical recovery |
Oxides (88%), Transitional (84%), Fresh (80%)
|
The Twangiza resource model was originally built by SRK and the
model, appropriately depleted, was used in a Banro press release dated March 4,
2011. The current estimates employed the SRK model but with changes to the
economic assumptions to reflect current economic trends in the gold market, bulk
density adjustments, and updated depletion.
For more details, refer to the technical report of SENET dated
March 9, 2011 (as revised on March 24, 2011) and entitled "Economic Assessment
NI 43-101 Technical Report, Twangiza Phase 1 Gold Project, South Kivu Province,
Democratic Republic of the Congo", which has been filed on, and can be obtained
from, SEDAR at www.sedar.com and EDGAR at www.sec.gov.
Qualified Persons
Mr. Martin Pittuck, CEng, MIMMM, Director of SRK, is the
"Qualified Person" (as such term is defined in National Instrument 43-101) who
is responsible for the Twangiza Mineral Reserve estimates disclosed in this
press release. Mr. Pittuck has reviewed and approved the relevant contents of
this press release.
Banros Head of Projects and Operations, Daniel K. Bansah, MSc
(MinEx), who is a Chartered Professional Member of The Australasian Institute of
Mining and Metallurgy (MAusIMM(CP)) and a "Qualified Person" (as such term is
defined in National Instrument 43-101), is responsible for the Twangiza,
Lugushwa and Namoya Mineral Resource estimates and Namoya Mineral Reserve
estimates disclosed in this press release as well as the other technical
information contained in this release. Mr. Bansah has reviewed and approved the
contents of this press release.
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 commissioning of its
second gold mine at Namoya located approximately 200 kilometres southwest 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 DRC. All business activities are followed in a socially and
environmentally responsible manner.
A-7
Cautionary Note to U.S. Investors
The United States Securities and Exchange Commission (the "SEC")
permits U.S. mining companies, in their filings with the SEC, to disclose only
those mineral deposits that a company can economically and legally extract or
produce. Certain terms are used by the Company, such as "Measured", "Indicated",
and "Inferred" "Resources", that the SEC guidelines strictly prohibit U.S.
registered companies from including in their filings with the SEC. U.S.
Investors are urged to consider closely the disclosure in the Company's Form
20-F Registration Statement, File No. 001-32399, which may be secured from the
Company, or from the SEC's website at http://www.sec.gov/edgar.shtml.
Cautionary Note Concerning Mineral Resource and
Mineral Reserve Estimates
The Companys Mineral Resource and Mineral Reserve figures
are estimates and no assurances 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 Mineral Resource and
Mineral Reserve estimates included in this press release are well established,
by their nature Mineral Resource and Mineral Reserve estimates are imprecise and
depend, to a certain extent, upon statistical inferences which may ultimately
prove unreliable.
Mineral Resources that are not Mineral Reserves do not have
demonstrated economic viability. There is no certainty that Mineral Resources
can be upgraded to Mineral Reserves through continued exploration.
Due to the uncertainty that may be attached to Inferred
Mineral Resources, it cannot be assumed that all or any part of an Inferred
Mineral Resource will be upgraded to an Indicated or Measured Mineral Resource
as a result of continued exploration. Confidence in the estimate is insufficient
to allow meaningful application of the technical and economic parameters to
enable an evaluation of economic viability worthy of public disclosure (except
in certain limited circumstances). Inferred Mineral Resources are excluded from
estimates forming the basis of a feasibility study.
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
estimates and/or assumptions in respect of Mineral Resource and Mineral Reserve
estimates, future gold production, mine life extension, gold recoveries,
potential Mineral Resources and Mineral Reserves and the Companys development
and exploration plans and objectives) are forward-looking statements. These
forward-looking statements reflect the current expectations or beliefs of the
Company based on information currently available to the Company. Forward-looking
statements are subject to a number of risks and uncertainties that may cause the
actual results of the Company to differ materially from those discussed in the
forward-looking statements, and even if such actual results are realized or
substantially realized, there can be no assurance that they will have the
expected consequences to, or effects on the Company. Factors that could cause
actual results or events to differ materially from current expectations include,
among other things: uncertainty of estimates of capital and operating costs,
production estimates and estimated economic return of the Companys projects;
the possibility that actual circumstances will differ from the estimates and
assumptions used in the economic studies of the Companys projects; failure to
establish estimated Mineral Resources and Mineral Reserves (the Companys
Mineral Resource and Mineral Reserve figures are estimates and no assurance can
be given that the intended levels of gold will be produced); fluctuations in
gold prices and currency exchange rates; inflation; gold recoveries being less
than those indicated by the metallurgical testwork carried out to date (there
can be no assurance that gold recoveries in small scale laboratory tests will be
duplicated in large tests under on-site conditions or during production);
uncertainties relating to the availability and costs of financing needed in the
future; changes in equity markets; political developments in the DRC; lack of
infrastructure; failure to procure or maintain, or delays in procuring or
maintaining, permits and approvals; lack of availability at a reasonable cost or
at all, of plants, equipment or labour; inability to attract and retain key
management and personnel; changes to regulations affecting the Company's
activities; the uncertainties involved in interpreting drilling results and
other geological data; and the other risks disclosed under the heading "Risk
Factors" and elsewhere in the Company's annual report on Form 20-F dated April
6, 2015 filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Any
forward-looking statement speaks only as of the date on which it is made and,
except as may be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking statement, whether as a
result of new information, future events or results or otherwise. Although the
Company believes that the assumptions inherent in the forward-looking statements
are reasonable, forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on such statements
due to the inherent uncertainty therein.
A-8
For further information, please visit our website at
www.banro.com, or contact:
Martin Jones
+1 (416) 366-2221, Ext.
3213
+1-800-714-7938, Ext. 3213
info@banro.com
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