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DECEMBER 22, 2017) VOLUME 2 of 2 Court File No.: ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, C. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF BANRO CORPORATION, BANRO GROUP (BARBADOS) LIMITED, BANRO CONGO (BARBADOS) LIMITED, NAMOYA (BARBADOS) LIMITED, LUGUSHWA (BARBADOS) LIMITED, TWANGIZA (BARBADOS) LIMITED AND KAMITUGA (BARBADOS) LIMITED (the “Applicants”) APPLICATION RECORD (RETURNABLE DECEMBER 22, 2017) VOLUME 2 of 2 December 22, 2017 Cassels Brock & Blackwell LLP 2100 Scotia Plaza 40 King Street West Toronto, ON M5H 3C2 Ryan C. Jacobs LSUC# 59510J Tel: 416.860.6465 Fax: 416.640.3189 [email protected] Jane O. Dietrich LSUC# 49302U Tel: 416.860.5223 Fax: 416.640.3144 [email protected] Joseph J. Bellissimo LSUC# 46555R Tel: 416.860.6572 Fax: 416.642.7150 [email protected] Ben Goodis LSUC # 70303H Tel: 416.869.5312 Fax: 416.640.3199 [email protected] Lawyers for the Applicants TO: SERVICE LIST LEGAL*45022372.1 Court File No.: ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, C. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF BANRO CORPORATION, BANRO GROUP (BARBADOS) LIMITED, BANRO CONGO (BARBADOS) LIMITED, NAMOYA (BARBADOS) LIMITED, LUGUSHWA (BARBADOS) LIMITED, TWANGIZA (BARBADOS) LIMITED AND KAMITUGA (BARBADOS) LIMITED (the “Applicants”) I N D E X DOCUMENT TAB Notice of Application, returnable December 22, 2017 1 Schedules Schedule “A” – Draft Initial Order A Schedule “B” – List of the Non-Applicant Subsidiaries B Affidavit of Rory James Taylor, sworn December 21, 2017 2 Exhibits Exhibit “A” – List of the Non-Applicant Subsidiaries A Exhibit “B” – Organizational Chart of the Banro Group B Exhibit “C” – Copy of the Corporate Profile Report of Banro C Corporation Exhibit D – Copy of the Company Searches of the Barbados D Entities Exhibit “E” – Note Indenture dated April 19, 2017 E Exhibit “F” – Collateral Trust Agreement dated April 19, 2017 F Exhibit “G” – PPSA Ontario search results for Banro G Corporation Exhibit “H” – PPSA Ontario search results for Barbados H Entities Exhibit “I” – Summary of intercompany accounts as at I November 30, 2017 Exhibit “J” – Unaudited Consolidated Financial Statements of J Banro Group current to June 30, 2017 LEGAL*45022372.1 Exhibit “K” – Non-consolidated Financial Statements as at K December 31, 2016 of Banro Corporation and the 2016 Barbados Financials Exhibit “L” – Cash Flow Statement for the period ending April L 1, 2018 Exhibit “M” – Consent of FTI to act as Monitor M Exhibit “N” – DIP Term Sheet N Affidavit of Geoffrey Farr, sworn December 22, 2017 3 Exhibits Exhibit “A” – Support Agreement A Schedules Schedule “A” - Definitions A Schedule “B” – Form of Consent Agreement B Schedule “C” – Recapitalization Term Sheet C Schedule “D” – Sale and Investment Solicitation Process D Schedule “E” – Press Release E Schedule “F” – Initial Order F Schedule “G” – SISP Approval Order G Blackline Draft Initial Order against the Commercial List Model CCAA Initial 4 Order LEGAL*45022372.1 350 TAB J 351 This is Exhibit "J" referred to in the Affidavit of Rory James Taylor sworn before me in the City of Toronto in the Province of Ontario, this 21St day of December, 2017 r ,~ A Commissioner fo faking Affidavits ~~~~ ~t-~ 1 ~ iu' L~~~.~ ~23~~ I~ LEGAL*44981356.1 352 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2017 (Expressed in U.S. dollars) (Unaudited) 353 Contents INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Interim Condensed Consolidated Statements of Financial Position ...................................................... 4 Interim Condensed Consolidated Statements of Comprehensive Loss ................................................... 5 Interim Condensed Consolidated Statements of Changes in Equity ...................................................... 6 Interim Condensed Consolidated Statements of Cash Flow ................................................................ 7 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. Cash ......................................................................................................................... 10 5. Trade and other receivables ............................................................................................ 10 6. Prepaid expenses and deposits ......................................................................................... 10 7. Inventories ................................................................................................................. 10 8. Property, plant and equipment ......................................................................................... 11 9. Trade and other payables ............................................................................................... 11 10. Deferred revenue ......................................................................................................... 12 11. Loans ........................................................................................................................ 12 12. Other liabilities ............................................................................................................ 13 13. Derivative instruments ................................................................................................... 14 14. Provision for closure and reclamation ................................................................................. 15 15. Long-term debt ............................................................................................................ 16 16. Preference shares ......................................................................................................... 18 17. Share capital ............................................................................................................... 19 18. Share-based payments ................................................................................................... 20 19. Commitments and contingencies ....................................................................................... 21 20. Related party transactions .............................................................................................. 22 21. Segmented reporting ..................................................................................................... 23 22. Production costs ........................................................................................................... 26 23. Exploration and evaluation .............................................................................................. 26 24. General and administrative expenses ................................................................................. 26 25. Other charges and provisions, net ..................................................................................... 26 26. Finance expenses.......................................................................................................... 27 27. Financial risk management objectives and policies ................................................................. 27 28. Cash flows .................................................................................................................. 28 29. Restatement of previously published information .................................................................. 28 30. Events after the reporting period ...................................................................................... 35 Page 2 of 35 354 Banro Corporation INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in thousands of U.S. dollars) (unaudited) December 31, January 1, June 30, 2016 2016 2017 Notes (restated) (restated) $ $ $ ASSETS Current Assets Cash 4 3,492 1,294 2,262 Restricted cash 4 - 8,678 - Trade and other receivables 5 30,025 25,662 13,020 Prepaid expenses and deposits 6 13,664 10,619 7,081 Inventories 7 76,754 67,462 42,000 123,935 113,715 64,363 Non-Current Assets Inventories 7 5,398 4,704 3,802 Property, plant and equipment 8 547,069 555,289 580,674 552,467 559,993 584,476 TOTAL ASSETS 676,402 673,708 648,839 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Trade and other payables 9 83,380 93,627 82,235 Deferred revenue 10 11,439 11,458 5,838 Loans 11 9,000 9,513 11,921 Other liabilities 12 7,923 6,959 2,033 Derivative instruments - mark-to-market 13 23,890 9,018 28,763 Long-term debt 15 - 196,479 - Preference shares 16 - 42,658 - 135,632 369,712 130,790 Non-Current Liabilities Deferred revenue 10 90,611 94,794 42,529 Loans 11 - - 3,012 Other liabilities 12 6,943 6,254 5,366 Derivative instruments - mark-to-market 13 25,245 2,940 25,004 Provision for closure and reclamation 14 6,607 6,256 8,066 Long-term debt 15 184,172 10,000 168,127 Preference shares 16 - 30,576 69,337 313,578 150,820 321,441 Total Liabilities 449,210 520,532 452,231 Shareholders' Equity Share capital 17 638,301 526,987 518,629 Warrants - 13,356 13,356 Contributed surplus 18 57,378 43,913 43,431 Deficit (468,487) (431,080) (378,808) 227,192 153,176
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