INDENTURE Dated as of March 2, 2012 Among BANRO CORPORATION THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and EQUITY FINANCIAL TRUST COMPANY, as Trustee and Collateral Agent 10% SENIOR SECURED NOTES DUE 2017Indenture • March 26th, 2012 • Banro Corp • Gold and silver ores • Ontario
INDENTURE, dated as of March 2, 2012, among Banro Corporation, a corporation governed by the Canada Business Corporations Act (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and Equity Financial Trust Company, a trust company governed by the Trust and Loan Companies Act (Canada), as Trustee.
as the Corporation and EQUITY FINANCIAL TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of March 2, 2012Warrant Indenture • March 26th, 2012 • Banro Corp • Gold and silver ores • Ontario
AND WHEREAS pursuant to this Indenture, each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one Common Share (as defined below) upon payment of the Exercise Price (as defined below) upon the terms and conditions herein set forth;
FORM OF WARRANT]Banro Corp • August 19th, 2014 • Gold and silver ores • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN AN "OFFSHORE TRANSACTION" AS DEFINED IN REGULATION S UNDER THE 1933 ACT BY A HOLDER THAT IS NOT A U.S. PERSON AS DEFINED IN REGULATION S AND IS NOT EXERCISING THE WARRANT ON BEHALF OF A U.S. PERSON, UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT.
GOLD PURCHASE AND SALE AGREEMENT NAMOYA GOLD FORWARD HOLDINGS LLC - and – RFW BANRO II INVESTMENTS LIMITED – and – BANRO CORPORATION – and – NAMOYA MINING S.A. Dated as of April 19, 2017Gold Purchase and Sale Agreement • May 1st, 2017 • Banro Corp • Gold and silver ores • Ontario
WHEREAS capitalized terms when used in these recitals shall have the respective meanings set forth in Article 1 of this Agreement;
UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2009 • Banro Corp • Gold and silver ores • Ontario
SUPPORT AGREEMENTGold Purchase and Sale Agreement • March 12th, 2015 • Banro Corp • Gold and silver ores • Ontario
WHEREAS capitalized terms when used in these recitals shall have the respective meanings set forth in Article 1 of this Agreement;
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 16th, 2013 • Banro Corp • Gold and silver ores • Ontario
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • May 12th, 2015 • Banro Corp • Gold and silver ores
WHEREAS the Parties hereto entered into a gold purchase and sale agreement (tranche 2) dated as of February 27, 2015 among Twangiza Mining S.A., as Seller (as defined therein), Banro Corporation and Twangiza GFSA Holdings, as Purchaser (as defined therein), with a Closing Date (as defined therein) of the date hereof (the “Purchase Agreement”).
AMENDED & RESTATED COLLATERAL TRUST AGREEMENTCollateral Trust Agreement • May 1st, 2017 • Banro Corp • Gold and silver ores • Ontario
NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree that the Original CTA shall be amended, restated and superceded as follows:
THIS SHARE PURCHASE AGREEMENT is made and entered into as of the 12th day of April 2013.Share Purchase Agreement • May 7th, 2013 • Banro Corp • Gold and silver ores • Ontario
At the Closing, the Purchaser shall deliver the aggregate amount payable in respect of the Purchased Securities by wire transfer, certified cheque or bank draft drawn on a Canadian chartered bank or trust company in U.S. dollars and payable as specified by Banro and the Barbados Subsidiary.
THIRD SHAREHOLDER RIGHTS PLAN AMENDMENT AGREEMENTThird Shareholder Rights Plan Amendment Agreement • July 7th, 2014 • Banro Corp • Gold and silver ores
This agreement ("Rights Plan Amendment"), dated as of June 27, 2014, is made between Banro Corporation (the "Corporation"), a corporation incorporated under the Canada Business Corporations Act, and Equity Financial Trust Company (formerly named Equity Transfer & Trust Company and, prior to that name, Equity Transfer Services Inc.), a corporation incorporated under the Ontario Business Corporations Act (the "Rights Agent");
July 12, 2017 Namoya GSA Holdings [Redacted] Dear Sirs,Banro Corp • July 28th, 2017 • Gold and silver ores
Reference is made to that certain gold purchase and sale agreement dated as of February 27, 2015 among Namoya Mining S.A., as Seller, Banro Corporation and Namoya GSA Holdings, as Purchaser and as Agent for the Purchasers, as amended by the first amendment agreement dated April 30, 2015 (the “Namoya PSA”). All capitalized terms not defined hereunder shall have the meaning given to such terms in the Namoya PSA. For greater certainty, the “Banro Group Entities” are Banro, the Seller, Twangiza Mining S.A., Banro Congo Mining S.A., Kamituga Mining S.A., Lugushwa Mining S.A., Banro Group (Barbados) Limited, Twangiza (Barbados) Limited, Banro Congo (Barbados) Limited, Kamituga (Barbados) Limited, Lugushwa (Barbados) Limited and Namoya (Barbados) Limited.
BANRO CORPORATION, as Borrower and Issuer - and - THE INITIAL GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, as Initial Guarantors - and - EQUITY FINANCIAL TRUST COMPANY, as Indenture Trustee - and - EQUITY FINANCIAL TRUST COMPANY, as Collateral AgentCollateral Trust Agreement • March 26th, 2012 • Banro Corp • Gold and silver ores • Ontario
NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SUPPORT AGREEMENTSupport Agreement • February 14th, 2017 • Banro Corp • Gold and silver ores • Ontario
THIS SUPPORT AGREEMENT dated as of January 31, 2017 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), is entered into by and among:
October 23, 2017 Baiyin International Investment Ltd [Redacted] Dear Sirs,Banro Corp • November 8th, 2017 • Gold and silver ores
Reference is made to that certain gold purchase and sale agreement dated as of July 12, 2017 among Banro Corporation, Twangiza Mining S.A., as Seller, and Baiyin International Investment Ltd, as Purchaser (the “Twangiza July 2017 PSA”). All capitalized terms not defined hereunder shall have the meaning given to such terms in the Twangiza July 2017 PSA.
AGENCY AGREEMENTAgency Agreement • April 25th, 2013 • Banro Corp • Gold and silver ores • Ontario
In connection with the private placement in the United States, or to or for the account of any person in the United States, of Offered Securities pursuant to the Agency Agreement dated April 12, 2013 among Banro Corporation (the “Company”) and GMP Securities L.P., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and Cormark Securities Inc. (the “Agency Agreement”), each of the undersigned does hereby certify as follows:
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • February 17th, 2016 • Banro Corp • Gold and silver ores
WHEREAS the Parties hereto entered into a gold purchase and sale agreement dated as of December 31, 2015 among Twangiza Mining S.A., as Seller, Banro Corporation and RFW Banro Investments Limited, as Purchaser (the “Stream Agreement”).
October 23, 2017 Namoya Gold Forward Holdings LLC [Redacted] RFW Banro II Investment Limited [Redacted] Dear Sirs,Banro Corp • November 8th, 2017 • Gold and silver ores
Reference is made to that certain gold purchase and sale agreement dated as of April 19, 2017 among Banro Corporation, Namoya Mining S.A., as Seller, and Namoya Gold Forward Holdings LLC and RFW Banro II Investment Limited, as Purchasers (the “Namoya PSA”). All capitalized terms not defined hereunder shall have the meaning given to such terms in the Namoya PSA. For greater certainty, the “Banro Group Entities” are Banro, the Seller, Twangiza Mining S.A., Banro Congo Mining S.A., Kamituga Mining S.A., Lugushwa Mining S.A., Banro Group (Barbados) Limited, Twangiza (Barbados) Limited, Banro Congo (Barbados) Limited, Kamituga (Barbados) Limited, Lugushwa (Barbados) Limited and Namoya (Barbados) Limited.
SECOND SHAREHOLDER RIGHTS PLAN AMENDMENT AGREEMENTSecond Shareholder Rights Plan Amendment Agreement • July 6th, 2011 • Banro Corp • Gold and silver ores
This agreement ("Rights Plan Amendment"), dated as of June 29, 2011, is made between Banro Corporation (the "Corporation"), a corporation incorporated under the Canada Business Corporations Act, and Equity Financial Trust Company (formerly named Equity Transfer & Trust Company and, prior to that name, Equity Transfer Services Inc.), a corporation incorporated under the Ontario Business Corporations Act (the "Rights Agent");
THIS GOLD PURCHASE AND SALE AGREEMENT dated as of July 12, 2017. BETWEEN: BAIYIN INTERNATIONAL INVESTMENT LTD, a corporation existing under the laws of the British Virgin Islands (the “Purchaser”) – and – TWANGIZA MINING S.A., a corporation existing...Gold Purchase and Sale Agreement • July 28th, 2017 • Banro Corp • Gold and silver ores • Ontario
WHEREAS the Seller has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the Seller, the Payable Gold, subject to and in accordance with the terms and conditions of this Agreement;
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • February 17th, 2016 • Banro Corp • Gold and silver ores
WHEREAS the Parties hereto entered into a subscription agreement dated as of December 31, 2015 between RFW Banro Investments Limited (the “Purchaser”) and Banro Corporation (the “Subscription Agreement”).
EXCHANGE AND SUPPORT AGREEMENTExchange and Support Agreement • May 7th, 2013 • Banro Corp • Gold and silver ores • Ontario
NOW THEREFORE in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:
THIS FIRST AMENDING AGREEMENT TO COLLATERAL TRUST AGREEMENT made as of the 6th day of April, 2015.First Amending Agreement • May 12th, 2015 • Banro Corp • Gold and silver ores • Ontario
EQUITY FINANCIAL TRUST COMPANY, a trust company continued under the laws of Canada and registered to carry business in the Province of Ontario
SUBSCRIPTION AGREEMENT FOR UNITS (Non-Canadian and Non-U.S. Purchasers)Subscription Agreement • January 14th, 2016 • Banro Corp • Gold and silver ores • Ontario
The Subscriber represents that securities of the Corporation presently owned (beneficially, directly or indirectly) by the Subscriber (or the Disclosed Beneficial Purchaser, if applicable) or over which the Subscriber (or the Disclosed Beneficial Purchaser, if applicable) exercises control or direction, are as follows (please indicate "nil" if you (or the Disclosed Beneficial Purchaser, if applicable) do not currently own, or exercise control or direction over, any securities of the Corporation):
NAMOYA II GOLD PURCHASE AND SALE AGREEMENT NAMOYA GOLD FORWARD HOLDINGS II LLC - and – BAIYIN INTERNATIONAL INVESTMENT LTD – and – BANRO CORPORATION – and – NAMOYA MINING S.A. Dated as of July 12, 2017Namoya Ii Gold Purchase and Sale Agreement • July 28th, 2017 • Banro Corp • Gold and silver ores • Ontario
WHEREAS capitalized terms when used in these recitals shall have the respective meanings set forth in Article 1 of this Agreement;
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • May 12th, 2015 • Banro Corp • Gold and silver ores
WHEREAS the Parties hereto entered into a gold purchase and sale agreement dated as of February 27, 2015 among Namoya Mining S.A., as Seller, Banro Corporation and Namoya GSA Holdings, as Purchaser and as Agent for the Purchasers, with a Closing Date (as defined therein) of the date hereof (the “Purchase Agreement”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2012 • Banro Corp • Gold and silver ores
GOLD PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 12th, 2015 • Banro Corp • Gold and silver ores • Ontario
WHEREAS capitalized terms when used in these recitals shall have the respective meanings set forth in Article 1 of this Agreement;
October 23, 2017 RFW Banro Investments Limited [Redacted] Dear Sirs,Banro Corp • November 8th, 2017 • Gold and silver ores
Reference is made to that certain gold purchase and sale agreement dated as of December 31, 2015 among Banro Corporation, Twangiza Mining S.A., as Seller, and RFW Banro Investments Limited, as Purchaser, as amended by the first amendment agreement dated February 15, 2016 and the letter agreement July 12, 2017 (the “Twangiza PSA”). All capitalized terms not defined hereunder shall have the meaning given to such terms in the Twangiza PSA. For greater certainty, the “Banro Group Entities” are Banro, the Seller, Namoya Mining S.A., Banro Congo Mining S.A., Kamituga Mining S.A., Lugushwa Mining S.A., Banro Group (Barbados) Limited, Twangiza (Barbados) Limited, Banro Congo (Barbados) Limited, Kamituga (Barbados) Limited, Lugushwa (Barbados) Limited and Namoya (Barbados) Limited.
TERM LOAN FACILITY AGREEMENT dated as of December 31, 2015 among NAMOYA MINING S.A. as Borrower - and - BANRO CORPORATION, BANRO CONGO MINING S.A., TWANGIZA MINING S.A., KAMITUGA MINING S.A. and LUGUSHWA MINING S.A. as Guarantors - and - RFW BANRO...Term Loan Facility Agreement • January 14th, 2016 • Banro Corp • Gold and silver ores • Ontario
THIS AGREEMENT is made as of December 31, 2015 among Namoya Mining S.A., a corporation incorporated under the laws of the Democratic Republic of the Congo, as borrower (the “Borrower”), Banro Corporation, a corporation formed under the laws of Canada (“Banro”), Banro Congo Mining S.A., a corporation incorporated under the laws of the Democratic Republic of the Congo (“Congo”), Twangiza Mining S.A., a corporation incorporated under the laws of the Democratic Republic of the Congo (“Twangiza”), Kamituga Mining S.A., a corporation incorporated under the laws of the Democratic Republic of the Congo (“Kamituga”), Lugushwa Mining S.A., a corporation incorporated under the laws of the Democratic Republic of the Congo (“Lugushwa”), and together with Banro, Congo, Twangiza and Kamituga, the Guarantors”, RFW Banro Investments Limited (“RFWB”) and Gramercy Funds Management LLC, solely on behalf of the lenders set out on Schedule A hereto (collectively, the “Gramercy Lenders” and together with RFW
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • February 18th, 2016 • Banro Corp • Gold and silver ores
WHEREAS the Parties hereto entered into an amended and restated gold purchase and sale agreement (tranche 2/3) dated as of September 17, 2015 among Twangiza Mining S.A., as Seller (as defined therein), Banro Corporation and Twangiza GFSA Holdings, as Purchaser (as defined therein) (the “Purchase Agreement”).
THIS FIRST AMENDING AGREEMENT TO INDENTURE made as of the 6th day of April, 2015. BETWEEN: BANRO CORPORATION, a corporation continued under the laws of the Canada, having an office in Toronto, Ontario (the “Company”)First Amending Agreement • May 12th, 2015 • Banro Corp • Gold and silver ores • Ontario
EQUITY FINANCIAL TRUST COMPANY, a trust company continued under the laws of Canada and registered to carry business in the Province of Ontario
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF APRIL 29, 2005 BETWEEN BANRO CORPORATION AND EQUITY TRANSFER SERVICES INC. AS RIGHTS AGENTShareholder Rights Plan Agreement • May 16th, 2005 • Banro Corp • Gold and silver ores • Ontario
MEMORANDUM OF AGREEMENT, dated as of April 29, 2005, between Banro Corporation (the “Corporation”), a corporation incorporated under the Canada Business Corporations Act, and Equity Transfer Services Inc., a corporation incorporated under the Ontario Business Corporations Act (the “Rights Agent”);
AMENDMENT AGREEMENTShareholder Rights Plan • July 29th, 2008 • Banro Corp • Gold and silver ores
This agreement ("Rights Plan Amendment"), dated as of June 27, 2008, is made between Banro Corporation (the "Corporation"), a corporation incorporated under the Canada Business Corporations Act, and Equity Transfer & Trust Company (formerly named Equity Transfer Services Inc.), a corporation incorporated under the Ontario Business Corporations Act (the "Rights Agent");
July 12, 2017 Twangiza GFSA Holdings [Redacted] Dear Sirs,Banro Corp • July 28th, 2017 • Gold and silver ores
Reference is made to that certain amended and restated gold purchase and sale agreement dated as of September 17, 2015 among Twangiza Mining S.A., as Seller, Banro Corporation and Twangiza GFSA Holdings, as Purchaser, as amended, restated or modified from time to time (the “Twangiza Forward”). All capitalized terms not defined hereunder shall have the meaning given to such terms in the Twangiza Forward.
