Liberty Street Capital Corp.

June 18, 2014 08:30 ET

Liberty Street Believes Banro Corporation's Management Nominees Are UNSUITABLE for Re-Election(1) to the Banro Corporation Board of Directors

TORONTO, ONTARIO--(Marketwired - June 18, 2014) - Liberty Street Capital Corp. ("Liberty Street") issued the following letter to shareholders, urging them to vote FOR all of the Liberty Street nominees using the GREEN proxy:

Dear Fellow Shareholders:

Each of the two pillars that Banro Corporation ("Banro") depends upon – operations and financing – are in deeply troubling condition. Banro's incumbent Board of Directors has failed to effectively address either of these two vital issues, particularly in the past year. This oversight has led to an unambiguous and material decline in shareholder value, and the Company faces acute financial challenges.

These same individuals that presided over a tumultuous 2013 are now (with the exception of one new, additional candidate) being put forward by Management to again constitute its Board of Directors on June 27, 2014 and direct the company going forward. Shareholders should oppose the desperate entrenchment of the Current Board.

The Banro Board of Directors, rather than responding to legitimate shareholder concerns, has instead tried to distract shareholders from the real issues by making offensive attacks on the Liberty Street nominees. It has failed to take responsibility for the real problems at Banro.

One source of its financial challenges is the lack of effective operations and planning. Banro has consistently failed to meet its own expectations regarding production rates, capital expenditures and cash flow at both Twangiza and Namoya. During the first quarter of 2014, Banro suffered a cash outflow of $9 million per month, or approximately $27 million during the quarter, before financing activities.

Banro's Board of Directors financed the ongoing needs of the Company, in part, by increasing Accounts Payable to $65 million, effectively borrowing from its trade creditors with the potential consequence of strangling its own supply chain. It also generated funds by borrowing an amount close to the maximum permitted under the restrictive covenants of the Company's $175 million notes due in 2017 (the "2017 Notes") from local DRC banks.

Faced with a liquidity problem, and presumably having concluded it had exhausted the parent company's balance sheet and debt capacity, Banro entered into a structured financing in the first quarter of 2014, when it issued $40 million of Preference Shares at its Barbados subsidiary level, which resulted in further covenants and restrictions to Banro.

Despite the $40 million cash infusion in Q1 2014, the aforementioned cash outflow resulted in the Company reporting negative working capital(2) that was approximately the same quarter over quarter (-$73 million at Dec. 31, 2013, and -$64 million at March 31, 2014). Accounts Payable as of March 31, 2014 was still $63 million, indicating that trade credit was not reduced. In addition, the local DRC banks continued to be owed an amount close to the limit of bank loans permitted under the 2017 Notes.

Banro's financial situation is deeply troubling. The Company faces a future with insufficient capital to implement key projects, and is being operated under a dark cloud of negative working capital.


The Liberty Street Nominees plan is, immediately upon election, to instill confidence in the capital markets by squarely addressing Banro's operational needs and capital requirements. In combination with a plan to strengthen senior management with full-time and focused professionals whose compensation is aligned with shareholders, the new and augmented Board composed of Liberty Street nominees will seek to materially increase the Company's equity base.

Copies of an information circular prepared by Liberty Street are currently being delivered to shareholders. The Liberty Street circular was also filed on SEDAR on June 16, 2014 and can be found under Banro's profile on SEDAR at


Regardless of the number of shares you own, your vote is extremely important to the future of your investment in Banro and to ensure change. We urge you to seize this opportunity by signing, dating and returning the enclosed GREEN proxy in accordance with the instructions in this Circular no later than June 25, 2014 at 11:00 a.m. (Toronto time). Even if you have previously signed and submitted a management proxy form or given voting instructions in support of the management nominees, you may still change your vote and support Liberty Street's recommendations by completing and submitting a GREEN proxy or giving voting instructions in accordance with the GREEN voting instruction form. A later dated GREEN proxy will automatically revoke the earlier one.

If you have any questions about completing your GREEN proxy or if you are a non-registered (beneficial) shareholder holding your shares through a broker, please contact CST Phoenix Advisors at 1-800-301-3998 toll-free in North America, or 1-201-806-2222 outside of North America (collect calls accepted), or by e-mail at

Yours sincerely,

Loudon Owen


Liberty Street Capital Corp.

About Liberty Street Capital Corp.

Liberty Street Capital Corp. is a privately held merchant bank focused on unlocking shareholder value. Liberty Street, its principals, and its affiliates have a significant track-record in creating and maximizing shareholder value. Liberty Street is based in Toronto, Canada and invests in Canada and various emerging markets.

(1) All but one of the Management proposed nominees were previously on the Board of Directors of Banro.

(2) Defined as Current Assets less Current Liabilities, as reported in the Banro Corporation balance sheets as at March 31, 2014 and December 31, 2013.

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