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Annual Information Form ANNUAL INFORMATION FORM For the financial year ended December 31, 2015 Dated March 28, 2016 TABLE OF CONTENTS Page PRELIMINARY INFORMATION ........................................................................................................ 1 Date of Information ............................................................................................................................. 1 Incorporation by Reference of Documents .......................................................................................... 1 Cautionary Statement Regarding Forward-Looking Statements ......................................................... 1 Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates ................................ 2 Currency .............................................................................................................................................. 3 ITEM 1: CORPORATE STRUCTURE ............................................................................................... 3 1.1 Name, Address and Incorporation ............................................................................................ 3 1.2 Intercorporate Relationships ..................................................................................................... 4 ITEM 2: GENERAL DEVELOPMENT OF THE BUSINESS .......................................................... 5 ITEM 3: DESCRIPTION OF THE BUSINESS ................................................................................. 13 3.1 General ................................................................................................................................... 13 3.2 Risk Factors ............................................................................................................................ 17 3.3 Banro's Gold Properties .......................................................................................................... 30 3.3.1 Twangiza .................................................................................................................. 30 3.3.2 Namoya ................................................................................................................... 44 3.3.3 Lugushwa ................................................................................................................ 55 3.3.4 Kamituga ................................................................................................................. 59 3.3.5 Other Exploration Properties ................................................................................... 63 3.3.6 Qualified Person ...................................................................................................... 63 ITEM 4: DIVIDENDS .......................................................................................................................... 63 ITEM 5: DESCRIPTION OF CAPITAL STRUCTURE .................................................................. 65 5.1 Authorized Share Capital ....................................................................................................... 65 5.2 2012 Notes ............................................................................................................................. 66 5.3 Warrants ................................................................................................................................. 69 5.4 Shareholder Rights Plan ......................................................................................................... 69 5.5 Exchangeable Preferred Shares .............................................................................................. 71 ITEM 6: MARKET FOR SECURITIES ............................................................................................ 71 6.1 Common Shares ..................................................................................................................... 71 6.2 Series A Preference Shares .................................................................................................... 72 ITEM 7: ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ...................................................... 72 ITEM 8: DIRECTORS AND OFFICERS .......................................................................................... 72 8.1 Name, Occupation and Security Holding............................................................................... 72 8.2 Corporate Cease Trade Orders or Bankruptcies ..................................................................... 75 8.3 Personal Bankruptcies ............................................................................................................ 76 8.4 Penalties or Sanctions ............................................................................................................ 76 8.5 Conflicts of Interest ................................................................................................................ 76 ITEM 9: AUDIT COMMITTEE INFORMATION .......................................................................... 76 ITEM 10: PROMOTERS ..................................................................................................................... 78 TABLE OF CONTENTS (continued) Page ITEM 11: LEGAL PROCEEDINGS AND REGULATORY ACTIONS ........................................ 78 ITEM 12: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .................................................................................. 79 ITEM 13: TRANSFER AGENTS AND REGISTRAR ..................................................................... 79 ITEM 14: MATERIAL CONTRACTS............................................................................................... 80 ITEM 15: INTERESTS OF EXPERTS .............................................................................................. 82 15.1 Names of Experts .................................................................................................................. 82 15.2 Interests of Experts ............................................................................................................... 82 ITEM 16: ADDITIONAL INFORMATION ...................................................................................... 83 SCHEDULE "A" - AUDIT COMMITTEE CHARTER PRELIMINARY INFORMATION Date of Information All information in this annual information form ("AIF") is as at December 31, 2015, unless otherwise indicated. Incorporation by Reference of Documents The following documents are incorporated by reference into, and form part of, this AIF: (a) the consolidated financial statements (the "Annual Financial Statements") of Banro Corporation ("Banro" or the "Company") for the year ended December 31, 2015, together with the auditors’ report thereon dated March 28, 2016; and (b) the Company’s management’s discussion and analysis (the "Annual MD&A") for the year ended December 31, 2015. A copy of these documents can be obtained from SEDAR at www.sedar.com and EDGAR at www.sec.gov. The Company has included these website addresses in this AIF (in this paragraph and at several other places in this AIF) only as inactive textual references and does not intend it to be an active link to these websites. The contents of these websites, and information accessible through them, do not form part of this AIF. Certain other documents, or excerpts therefrom, as set out in item 3.3 of this AIF are also incorporated by reference into, and form part of, this AIF. Any statement contained in a document incorporated by reference herein is not incorporated by reference to the extent that any such statement is modified or superseded by a statement contained herein. Any such modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Cautionary Statement Regarding Forward-Looking Statements This AIF and the documents (or excerpts therefrom) incorporated by reference herein contains "forward- looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian provincial securities laws (such forward-looking statements and forward-looking information are referred to herein as "forward-looking statements"). Forward-looking statements are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies. All statements, other than statements which are reporting results as well as 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 gold production, revenue, cash flow and costs, estimated project economics, mineral resource and mineral reserve estimates, potential mineralization, potential mineral resources and mineral reserves, projected timing of future gold production and the Company's exploration, development and production plans and objectives with respect to its projects) 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
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