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Call for Banro Shareholders to Elect Liberty Street Nominees to Pull Banro Back from the Brink
|By Marketwired .
|June 23, 2014 07:00 AM EDT
TORONTO, ONTARIO -- (Marketwired) -- 06/23/14 -- 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:
Banro Corporation's ("Banro") Annual General Meeting is scheduled to be held on Friday June 27, 2014. Liberty Street urges shareholders to vote FOR all of the Liberty Street nominees using the GREEN proxy.
Banro has already hit a wall
Our view after analyzing the financial statements is simple: Banro has hit a wall. It has run up against the limits of its debt capacity. In addition to $217.5 million of debt due in 2017 or before, and $30 million of preferred shares, the incumbent Board of Directors authorized the issuance of $40 million preferred shares in its Barbados subsidiaries in February 2014, also due in 2017.
Why must real change occur now?
One way or another, Banro must raise equity, failing which it will likely cease to function. The reality of this financial quagmire, and challenges the company faces in seeking to secure further equity, must be addressed immediately by professionals with the experience and bench strength to do so. This may be the last time shareholders are able to elect leaders who can change the direction of this company.
Notwithstanding a few modest and unconvincing steps being taken at the Board level, the same directors and leaders who steered this ship into such troubled waters are still at the helm. We have not seen any compelling indication that the pattern of conduct and decision-making to date by the incumbents will change.
Having suffered a cash outflow before financing activities of approximately $27 million during the first quarter of 2014, the entire future of the company seems to be predicated on its hopes for full production at the Namoya property which, under any reasonable scenario, seems virtually impossible especially as we are headed into the difficult rainy season in the Democratic Republic of Congo ("DRC").
With respect for a valiant entertainer, this approach to financing could be seen as the 'Evel Knieval' approach to leaping over a dark canyon, yet doing so with both limited and uncertain amounts of gas in the tank. This philosophy and approach is the opposite of what Banro urgently needs.
Liberty Street Plan
The Liberty Street plan is clear and significantly different to the incumbent board. We will materially increase the Company's equity base. Unlike the Management nominees, who do not include any Congolese representation, we put forward a Board that includes both highly respected Congolese directors and other directors with extensive DRC expertise. We will fortify the financial and operational management team, and work assiduously to de-risk the company at this precarious point in time. By instilling confidence across the full range of constituents - staff, management, local communities, shareholders, lenders, suppliers and the broader mining community - we will stabilize the business and build a platform for success. While the circumstances are enormously difficult, we are committed to salvaging Banro before it is too late, and properly building it into a world class gold producer.
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 www.sedar.com.
WE URGE YOU TO CAREFULLY CONSIDER THE CONTENTS OF THE LIBERTY STREET CIRCULAR AND VOTE ONLY THE GREEN PROXY TO VOTE FOR POSITIVE CHANGE. TOGETHER WE CAN REBUILD BANRO.
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 [email protected].
Loudon Owen, Chairman
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.
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