BAA Banro Corporation Ordinary Shares (delisted)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2014

Commission File Number 001-32399

BANRO CORPORATION
(Translation of registrant’s name into English)

1 First Canadian Place
100 King Street West, Suite 7070
Toronto, Ontario, Canada
M5X 1E3
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

	Form 20-F     [  ]	Form 40-F     [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BANRO CORPORATION
	/s/ Kevin Jennings
Date: November 11, 2014	Kevin Jennings
	Chief Financial Officer

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INDEX TO EXHIBITS

99.1	Consolidated Financial Statements for the period ended September 30, 2014
99.2	Management's Discussion and Analysis for the period ended September 30, 2014
99.3	Certification of Chief Executive Officer
99.4	Certification of Chief Financial Officer
99.5	News release dated November 11, 2014

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INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

(Expressed in U.S. dollars)

(Unaudited)

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Banro Corporation

CONTENTS

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Interim Condensed Consolidated Statements of Financial Position		3
Interim Condensed Consolidated Statements of Comprehensive Income/(Loss)		4
Interim Condensed Consolidated Statements of Changes in Equity		5
Interim Condensed Consolidated Statements of Cash Flow		6
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.	Corporate information	7
2.	Basis of preparation	7
3.	Summary of significant accounting policies, judgments and estimates	8
4.	Subsidiaries	9
5.	Cash and cash equivalents	9
6.	Advances and accounts receivable	10
7.	Related party transactions	10
8.	Prepaid expenses and deposits	11
9.	Inventories	12
10.	Investment	12
11.	Property, plant and equipment	14
12.	Exploration and evaluation assets	15
13.	Mine under construction	15
14.	Accounts payable and accrued liabilities	15
15.	Deferred revenue	15
16.	Bank loans	16
17.	Employee retention allowance	16
18.	Provision for closure and reclamation	17
19.	Long-term debt	17
20.	Preference shares	19
21.	Share capital	22
22.	Share-based payments	23
23.	Commitments and contingencies	26
24.	Segmented reporting	26
25.	Production costs	30
26.	General and administrative expenses	30
27.	Other charges and provisions	30
28.	Put options	31
29.	Financial risk management objectives and policies	31
30.	Non-cash transactions	35
31.	Subsequent events	35

Page 2 of 35

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Banro Corporation

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in thousands of U.S. dollars) (unaudited)

		Notes			September 30, 2014			December 31, 2013
					$			$
Assets
Current Assets
Cash and cash equivalents		5			2,148			4,452
Advances and accounts receivable		6			10,372			8,821
Due from related parties		7b			248			63
Prepaid expenses and deposits		8			4,035			8,446
Inventories		9			27,837			31,936
Total Current Assets					44,640			53,718
Non-Current Assets
Investment		10			976			1,267
Property, plant and equipment		11			298,907			312,105
Exploration and evaluation		12			126,839			117,740
Mine under construction		13			397,706			337,203
Total Non-Current Assets					824,428			768,315
Total Assets					869,068			822,033
Liabilities and Shareholders' Equity
Current Liabilities
Bank indebtedness					4,581			491
Accounts payable		14			69,508			65,197
Accrued liabilities		14			8,075			11,291
Deferred revenue		15			5,000			17,369
Bank loans		16			14,558			29,250
Due to related parties		7b			709			635
Employee retention allowance		17			3,250			2,777
Derivative liabilities		19			349			-
Total Current Liabilities					106,030			127,010
Non-Current Liabilities
Provision for closure and reclamation		18			4,628			4,218
Long-term debt		19			192,079			158,599
Bank loans		16			8,203			13,250
Preference shares		20			66,400			27,972
Total Non-Current Liabilities					271,310			204,039
Total Liabilities					377,340			331,049
Shareholders' Equity
Share capital		21			518,615			518,615
Warrants		21b			13,356			13,356
Contributed surplus		22			42,402			41,793
Accumulated other comprehensive income					-			(87	)
Deficit					(82,645	)		(82,693	)
Total Shareholders' Equity					491,728			490,984
Total Liabilities and Shareholders' Equity					869,068			822,033
Commitments and contingencies		23			-			-
Common shares (in thousands)
Authorized					Unlimited			Unlimited
Issued and outstanding		21			252,101			252,101

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Banro Corporation

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(Expressed in thousands of U.S. dollars) (unaudited)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Banro Corporation

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of U.S dollars) (unaudited)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page 5 of 35

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Banro Corporation

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Expressed in thousands of U.S dollars) (unaudited)

Non-cash transactions (Note 30)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Page 6 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

1.	CORPORATE INFORMATION

Banro Corporation’s business focus is the exploration, development and production of mineral properties in the Democratic Republic of the Congo (the “Congo”). Banro Corporation (the “Company”) was continued under the Canada Business Corporations Act on April 2, 2004. The Company was previously governed by the Ontario Business Corporations Act.

These interim condensed consolidated financial statements as at and for the three and nine month periods ended September 30, 2014 and 2013 include the accounts of the Company and of its wholly-owned subsidiary incorporated in the United States, Banro American Resources Inc., as well as its subsidiary in the Congo, Banro Hydro SARL, and its subsidiary in Barbados, Banro Group (Barbados) Limited. In June 2013, the Company completed a reorganization of its wholly-owned subsidiaries incorporated in the Congo, Banro Congo Mining SA (formerly Banro Congo Mining SARL), Kamituga Mining SA (formerly Kamituga Mining SARL), Lugushwa Mining SA (formerly Lugushwa Mining SARL), Namoya Mining SA (formerly Namoya Mining SARL) and Twangiza Mining SA (formerly Twangiza Mining SARL), to now be held under the respective subsidiaries of Banro Group (Barbados) Limited, comprising of Banro Congo (Barbados) Limited, Kamituga (Barbados) Limited, Lugushwa (Barbados) Limited, Namoya (Barbados) Limited, and Twangiza (Barbados) Limited. The Company is a publicly traded company whose outstanding common shares are listed for trading on the Toronto Stock Exchange and on the NYSE MKT LLC. The head office of the Company is located at 1 First Canadian Place, 100 King St. West, Suite 7070, Toronto, Ontario, M5X 1E3, Canada.

2.	BASIS OF PREPARATION

a)	Statement of compliance
	These interim condensed consolidated financial statements as at and for the three and nine month periods ended September 30, 2014, including comparatives, have been prepared in accordance with International Accounting Standards (“IAS”) 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2013, which include information necessary to understand the Company’s business and financial statement presentation. Certain comparative figures have been reclassified to conform with the current period’s presentation The date the Company’s Board of Directors approved these interim condensed consolidated financial statements was November 7, 2014.
b)	Continuation of Business
	These interim condensed consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for certain financial assets which are presented at fair value.
	The Company incurred a net income of $48 for the nine month period ended September 30, 2014 (nine month period ended September 30, 2013: net loss of $456) and as at September 30, 2014 had a working capital deficit of $61,390 (December 31, 2013: $73,292).
	The Company’s ability to continue operations in the normal course of business is dependent on several factors, including its ability to secure additional funding. Management is exploring all available options to secure additional funding, including forward sale agreements, equity financing and strategic partnerships. In addition, the recoverability of the amount shown for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain financing to continue to perform exploration activity or complete the development of the properties where necessary, or alternatively, upon the Company’s ability to recover its incurred costs through a disposition of its interests, all of which are uncertain.

Page 7 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

In the event the Company is unable to identify recoverable resources, receive the necessary permitting, or arrange appropriate financing, the carrying value of the Company’s assets and liabilities could be subject to material adjustment. Furthermore, certain market conditions may cast significant doubt upon the validity of the going concern assumption.

These interim condensed consolidated financial statements do not include any additional adjustments to the recoverability and classification of certain recorded asset amounts, classification of certain liabilities and changes to the statements of comprehensive income/(loss) that might be necessary if the Company was unable to continue as a going concern.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

These interim condensed consolidated financial statements have been prepared using the same accounting policies and methods of computation as presented in Note 3 of the annual consolidated financial statements of the Company as at and for the year ended December 31, 2013, except for those newly applied accounting standards noted below.

a)	Newly Applied Accounting Standards

The following new and revised standards and interpretations were applied as of January 1, 2014:

	•	IAS 32, “Financial Instruments: Presentation” (amendment);
	•	IAS 36, “Impairment of Assets” (amendment);
	•	IAS 39, “Financial Instruments: Recognition” (amendment); and
	•	IFRIC 21, “Levies” (new).

The adoption of these new and revised standards and interpretations did not have a significant impact on the Company’s interim condensed consolidated financial statements.

b)	Accounting Standards Issued But Not Yet Effective

The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective and determined that the following may have an impact on the Company:

IFRS 9, Financial instruments (“IFRS 9”) was issued by the IASB on July 24, 2014 and will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is intended to reduce the complexity for the classification and measurement of financial instruments. The mandatory effective date was previously January 1, 2015 and has since been removed with the effective date to be determined when the remaining phases of IFRS 9 are completed. Once it is complete, the Company will be evaluating the impact the final standard is expected to have on its consolidated financial statements.

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) was issued by the IASB on May 28, 2014 and will replace IAS 18 Revenue and IAS 11 Construction Contracts. IFRS 15 provides a more detailed framework for the timing of revenue recognition and increased requirements for disclosure of revenue. IFRS 15 uses a control-based approach to recognize revenue which is a change from the risk and reward approach under the current standard. The mandatory effective date is for annual periods beginning on or after January 1, 2017. The Company is evaluating the impact of this standard.

An amendment to IAS 16, Property, Plant and Equipment (“IAS 16”) was issued by the IASB in May 2014. The amendment prohibits the use of a revenue-based depreciation method for property, plant and equipment as it is not reflective of the economic benefits of using the asset. It clarifies that the depreciation method applied should reflect the expected pattern of consumption of the future economic benefits of the asset. The amendment to IAS 16 is effective for annual periods beginning on or after January 1, 2016. The Company does not expect the standard to have a material impact on its consolidated financial statements.

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

An amendment to IAS 38 Intangible Assets (“IAS 38”) was issued by the IASB in May 2014. The amendment prohibits the use of a revenue-based depreciation method for intangible assets. Exceptions are allowed where the asset is expressed as a measure of revenue or revenue and consumption of economic benefits for the asset are highly correlated. The amendment to IAS 38 is effective for annual periods beginning on or after January 1, 2016. The Company is evaluating the impact of this standard but does not expect the standard to have a material impact on its consolidated financial statements.

4.	SUBSIDIARIES

The following table lists subsidiaries of the Company:

Name of Subsidiary	Place of Incorporation	Proportion of Beneficial Common Share Ownership Interest	Principal Activity
Twangiza Mining SA	Democratic Republic of the Congo	100%	Mining
Namoya Mining SA	Democratic Republic of the Congo	100%	Mining
Lugushwa Mining SA	Democratic Republic of the Congo	100%	Mining
Kamituga Mining SA	Democratic Republic of the Congo	100%	Mining
Banro Congo Mining SA	Democratic Republic of the Congo	100%	Mining
Banro Hydro SARL	Democratic Republic of the Congo	100%	Inactive
Banro American Resources Inc.	United States of America	100%	Inactive
Twangiza (Barbados) Limited	Barbados	100%	Holding and Financing
Namoya (Barbados) Limited	Barbados	100%	Holding and Financing
Lugushwa (Barbados) Limited	Barbados	100%	Holding
Kamituga (Barbados) Limited	Barbados	100%	Holding
Banro Congo (Barbados) Limited	Barbados	100%	Holding
Banro Group (Barbados) Limited	Barbados	100%	Holding and Financing

5.	CASH AND CASH EQUIVALENTS

Cash and cash equivalents of the Company include cash on hand, deposits held at financial institutions, and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash.

Page 9 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

		September 30,			December 31,
		2014			2013
		$			$
Cash		1,925			4,121
Cash equivalents		223			331
		2,148			4,452

6.	ADVANCES AND ACCOUNTS RECEIVABLE

Advances of the Company include receivables relating to value-added taxes (“VAT”) in the amount of $9,763 (December 31, 2013 - $8,453), as well as advances to employees. There is no allowance on the VAT receivables or advances to employees outstanding as at September 30, 2014, as all amounts are expected to be fully recovered.

		September 30,			December 31,
		2014			2013
		$			$
Other advances		609			368
VAT receivable		9,763			8,453
		10,372			8,821

7.	RELATED PARTY TRANSACTIONS

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation, and are not disclosed in this note.

a)

Key Management Remuneration

The Company’s related parties include key management. Key management includes directors (executive and non-executive), the Chief Executive Officer (“CEO”), the Chief Financial Officer, and the Vice Presidents reporting directly to the CEO. The remuneration of the key management of the Company as defined above, as at September 30, 2014 and during the three and nine month periods ended September 30, 2014 and 2013 were as follows:

		Three months ended						Nine months ended
		September 30,			September 30,			September 30,			September 30,
		2014			2013			2014			2013
		$			$			$			$
Short-term employee benefits		929			872			2,504			3,209
Other benefits		20			20			53			59
Employee retention allowance		53			49			145			156
Settlement		-			(258	)		-			2,756
		1,002			683			2,702			6,180

The $2,756 relates to the outstanding balance owed as a part of the 2013 settlement with the former CEO. It is payable in monthly installments expiring in the second quarter of 2016.

Page 10 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

During the three and nine month periods ended September 30, 2014, directors fees of $139 and $308 respectively (three and nine month periods ended September 30, 2013 - $75 and $198, respectively) were incurred for non-executive directors of the Company. As of September 30, 2014, $167 was included in accrued liabilities as a payable to seven directors.

b)

Other Related Parties

		September 30,			December 31,
		2014			2013
		$			$
Due from related parties		248			63
Due to related parties		709			635

During the three and nine month periods ended September 30, 2014, legal fees of $597 and $1,127, respectively (three and nine month periods ended September 30, 2013 - $60 and $1,311, respectively), incurred in connection with the Company’s financings as well as general corporate matters, were paid to a law firm of which one partner was a director of the Company and another law firm of which one partner is a director of a subsidiary of the Company. As at September 30, 2014, the balance of $709 (December 31, 2013 - $575) owing to these legal firms was included in due to related parties in the interim condensed consolidated statements of financial position.

During the three and nine month periods ended September 30, 2014, the Company incurred common expenses of $57 and $131, respectively (three and nine month periods ended September 30, 2013 - $104 and $187, respectively) in the Congo together with Loncor Resources Inc. (“Loncor”), a corporation with a common director. As at September 30, 2014, an amount of $152 (December 31, 2013 – $60 due to related parties) owing from Loncor was included in due from related parties in the interim condensed consolidated statements of financial position.

During the three and nine month periods ended September 30, 2014, the Company incurred no common expenses (three and nine month periods ended September 30, 2013 - $4 and $70, respectively) with Gentor Resources Inc. (“Gentor”), a corporation which had common directors. As at September 30, 2014, an amount of $60 (December 31, 2013 - $63) owing from Gentor was included in due from related parties in the interim condensed consolidated statements of financial position.

During the three and nine month periods ended September 30, 2014, there was no repayment from Delrand Resources Limited (“Delrand”) with respect to the Company’s share of prior period common expenses in the Congo (three and nine month periods ended September 30, 2013 - $7). As at September 30, 2014, an amount of $36 (December 31, 2013 - $5) was due from Delrand. Amounts due from Delrand as at December 31, 2013 were included in Investment in Associate.

These transactions are in the normal course of operations and are measured at the exchange amount.

8.	PREPAID EXPENSES AND DEPOSITS

Prepaid expenses and deposits of $4,035 (December 31, 2013 – $8,446) are comprised of $1,311 (December 31, 2013 - $4,652) of advances to suppliers of Twangiza Mining SARL and $392 (December 31, 2013 - $1,503) of prepayments to suppliers of Namoya Mining SARL with the remaining $2,332 (December 31, 2013 - $2,291) of prepaid expenses and deposits relating to other items such as insurance and rent.

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

9.	INVENTORIES

		September 30,			December 31,
		2014			2013
		$			$
Gold bullion		1,518			4,201
Gold-in-process		1,380			1,051
Stockpile ore		1,287			1,094
Parts and supplies inventory		23,652			25,590
		27,837			31,936

During the three and nine month periods ended September 30, 2014, the Company recognized $16,697 and $52,402, respectively (three and nine month periods ended September 30, 2013 - $17,339 and $49,656, respectively) of parts and supplies inventory as an expense.

10.	INVESTMENT

The Company’s investment in Delrand, which met the definition of an associate of the Company as at December 31, 2013, is classified as a financial asset at fair value through profit or loss as at September 30, 2014, is summarized as follows:

		September 30,			December 31,
Delrand Resources Limited		2014			2013
Percentage of ownership interest		7.06%			28.65%
Common shares held		1,539			17,717
Total investment	$	976		$	1,267

Delrand, a publicly listed entity on the Toronto Stock Exchange and the JSE Limited in South Africa, is involved in the acquisition and exploration of mineral properties in the Congo. It has an annual reporting date of June 30. In May 2014, the Company disposed of 13,100 common shares of Delrand for proceeds of $488, retaining ownership of 4,617 shares. This disposition reduced the Company's ownership percentage of Delrand to 7.23%, resulting in the Company no longer being able to exert significant influence over Delrand. Upon the disposal of the shares, the Company derecognized the investment in associate, resulting in a loss on disposal of $40, and recognized the balance of the shares as financial assets at fair value through profit or loss. Delrand also carried out a 3 to 1 share consolidation, reducing the number of shares owned by the Company from 4,617 to 1,539.

The fair value of the Company’s investment in Delrand, based on the closing price of Delrand’s shares on the Toronto Stock Exchange as at September 30, 2014, is $976 (December 31, 2013 - $1,499). For the three and nine month periods ended September 30, 2014, the Company’s share of loss in the results of Delrand was $nil and $29 (three and nine month periods ended September 30, 2013 –$13 and $65, respectively). For the three and nine month periods ended September 30, 2014, the Company's fair value gain was $111 and $295, respectively (three and nine months periods ended September 30, 2013 – dilution gain of $46 and dilution loss of $28, respectively).

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

The Company’s investment in Delrand is summarized as follows:

Balance at January 1, 2013	$	1,459
Share of loss		(80	)
Dilution loss		(28	)
Repayment of advances		11
Cumulative translation adjustment		(95	)
Balance at December 31, 2013	$	1,267
Share of loss		(29	)
Repayment of advances		(1	)
Cumulative translation adjustment		(23	)
Balance at May 8, 2014 prior to disposition, before the following item	$	1,214
Transfer of amounts receivable to related party receivables		(5	)
Balance at May 8, 2014 prior to disposition	$	1,209
Proceeds of disposition	$	488
Fair value of 4,617 shares retained on disposition		681
Value of investment in associate prior to disposition		(1,209	)
Loss of disposition		(40	)
Derecognition of cumulative translation adjustment related to investment in associate		(110	)
Derecognition of contributed surplus related to investment in associate		14
Fair value gain on common shares		184
Gain on investment, net of loss on disposition	$	48
Balance at May 8, 2014 upon recognition as fair value through profit or loss		681
Fair value gain on common shares		295
Balance as at September 30, 2014	$	976

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

11.	PROPERTY, PLANT AND EQUIPMENT

The Company’s property, plant and equipment are summarized as follows:

			Mining assets			Plant and equipment			Total
		$			$			$
	Cost
	Balance as at January 1, 2013		63,651			266,876			330,527
	Additions		26,413			10,307			36,720
	Disposals		-			(587	)		(587	)
	Balance as at December 31, 2013		90,064			276,596			366,660
	Additions		6,023			6,656			12,679
	Transfers		(38,837	)		38,837			-
	Disposals		-			(4	)		(4	)
	Balance as at September 30, 2014		57,250			322,085			379,335
	Accumulated Depreciation
	Balance as at January 1, 2013		3,942			18,846			22,788
	Depreciation for the year		-			23,290			23,290
	Depletion for the year		8,808			-			8,808
	Disposals		-			(331	)		(331	)
	Balance as at December 31, 2013		12,750			41,805			54,555
	Depreciation for the period		-			20,254			20,254
	Depletion for the period		5,623			-			5,623
	Disposals		-			(4	)		(4	)
	Balance as at September 30, 2014		18,373			62,055			80,428
	Carrying amounts
	Balance as at December 31, 2013		77,314			234,791			312,105
	Balance as at September 30, 2014		38,877			260,030			298,907

During the three and nine month periods ended September 30, 2014, the Company removed assets that were fully depreciated with a total cost of $4 from its accounting records that were no longer in use. During the nine months ended September 30, 2013, assets with a total cost of $4 were removed from the accounting records and a loss of $1 was reflected in the interim condensed consolidated statement of comprehensive income/(loss). The Company’s property, plant and equipment in the Congo are pledged as security.

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

12.	EXPLORATION AND EVALUATION ASSETS

The following table summarizes the Company’s tangible exploration and evaluation expenditures with respect to its five properties in the Congo:

														Banro
		Twangiza			Namoya			Luguswha			Kamituga			Congo			Total
														Mining
Cost		$			$			$			$			$			$
Balance as at January 1, 2013		22,679			10,021			44,848			15,471			2,694			95,713
Additions		5,916			5,030			5,422			5,531			108			22,007
Balance as at December 31, 2013		28,595			15,051			50,270			21,002			2,802			117,720
Additions		1,677			1,389			2,345			2,591			1,097			9,099
Balance as at September 30, 2014		30,272			16,440			52,615			23,593			3,899			126,819

There is approximately $20 of intangible exploration and evaluation expenditures as at September 30, 2014 (December 31, 2013 - $20). The intangible exploration and evaluation expenditures, representing mineral rights held by Banro Congo Mining, have not been included in the table above.

13.	MINE UNDER CONSTRUCTION

Development expenditures with respect to the construction of the Company’s Namoya mine are as follows:

		Namoya Mine
Cost		$
Balance as at January 1, 2013		170,225
Additions		166,978
Balance as at December 31, 2013		337,203
Additions		72,363
Pre-commercial production revenue		(11,860	)
Balance as at September 30, 2014		397,706

Mines under construction are not depreciated until construction is completed. This is signified by the formal commissioning of a mine for production. Revenues realized before commencement of commercial production (“pre-commercial production revenue”) are recorded as a reduction of the respective mining asset. A capitalization rate of 8.3% was used for general borrowings.

14.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities are mainly comprised of amounts outstanding for purchases relating to exploration, development, and production activities and amounts payable for professional services. The credit term period for purchases typically ranges from 30 to 120 days.

15.	DEFERRED REVENUE

Deferred revenue of $5,000 represents the balance of a prepayment arrangement involving a total of 4,674 ounces oustanding of gold to be delivered to Auramet Trading, LLC (“Auramet”) (the organization through which the Company currently sells gold produced from its mines), in equal monthly physical gold deliveries of 1,558 ounces each, from October 2014 to December 2014. There was an additional gold prepayment arrangement of $7,369 with Auramet in relation to 6,250 ounces of gold prepaid by Auramet during the month of December 2013, which was delivered in January 2014. In determining the appropriate recognition and presentation of the deferred revenue, the Company made judgments with regards to the arrangement with Auramet including the Company’s amount of expected future production, timing of expected future production, intent of the arrangement, and the option to settle in cash.

Page 15 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

16.	BANK LOANS

In February 2013, the Company announced the arrangement of two credit facilities. The credit facilities for $30,000 were completed with two commercial banks in the Congo, Rawbank and Ecobank, each for $15,000, and at rates of 9% and 8.5% interest, respectively. The Rawbank facility was made available to Twangiza Mining SA, while the Ecobank facility was to Namoya Mining SA. Both facilities have been fully drawn.

The said Ecobank facility was renegotiated in May 2014 to be repayable in four equal quarterly payments from May 31, 2015. The restructuring of the agreement with Ecobank consisted of an extension of the term of the facility. The restructuring of the agreement represents a modification of the agreement and has been reflected in the current period.

During the three months ended September 30, 2014, $3,000 was received as a short-term loan from Ecobank, which was repaid in its entirety during the period.

The Rawbank facility (including accrued interest) referred to above was renegotiated in October 2013 to be repayable in ten equal monthly installments starting in April 2014. The said facility was fully repaid in August 2014.

In July 2013, an additional $3,000 credit facility was received from Rawbank. The loan bears interest of 10% and is repayable over 24 equal monthly installments starting in September 2013.

In September 2013, the Company received a $10 million credit facility from a bank in the Congo, Banque Commerciale du Congo ("BCDC"), at a rate of 8% interest. The facility has been fully drawn. The BCDC loan was repayable, starting February 2014, in ten equal monthly installments of $1,000 and a final installment of $384. Subsequent to the first monthly installment, the remainder of the BCDC facility was renegotiated to be repayable in monthly installments of $500 for the remaining 16 months and final installment of $221. The interest rate was increased to 9.5% per annum.

As of September 30, 2014, bank loans consisted of a current portion of $14,558 (December 31, 2013 - $29,250) and a non-current portion of $8,203 (December 31, 2013 - $13,250). During the three and nine month periods ended September 30, 2014, $16,230 and $22,739, respectively, was repaid for principal on bank loans (three and nine month periods ended September 30, 2013 - $250 and $10,250).

The Company has accrued interest on the credit facilities of $62 as of September 30, 2014 (December 31, 2013 - $419) under accrued liabilities in its interim condensed consolidated statement of financial position. The Company has recorded interest expense of $119 and $770, respectively, for the three and nine month periods ended September 30, 2014 (three and nine month periods ended September 30, 2013 - $341 and $911, respectively) and $470 and $1,627 was recorded in mine under construction for the three and nine month periods ended September 30, 2014 (three and nine month periods September 30, 2013 - $nil) in relation to the bank loans.

17.	EMPLOYEE RETENTION ALLOWANCE

The Company has an employee retention incentive plan under which an amount equal to one-month salary per year of service is accrued to each qualified employee up to a maximum of 10 months (or 10 years of service with the Company). To qualify for this retention allowance, an employee must complete two years of service with the Company. The full amount of retention allowance accumulated by a particular employee is paid out when the employee is no longer employed with the Company, unless there is a termination due to misconduct, in which case the retention allowance is forfeited. There is uncertainty about the timing of these outflows but with the information available and assumption that eligible employees will not be terminated due to misconduct, as at September 30, 2014, the Company had accrued a liability of $3,250 (December 31, 2013 - $2,777).

Page 16 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

The following table summarizes information about changes to the Company’s employee retention allowance during the nine month period ended September 30, 2014.

		$
Balance as at December 31, 2012		2,170
Additions		842
Payments to employees		(235	)
Balance as at December 31, 2013		2,777
Additions		821
Forfeitures		(189	)
Payments to employees		(159	)
Balance as at September 30, 2014		3,250

 

18.	PROVISION FOR CLOSURE AND RECLAMATION

The Company recognizes a provision related to its constructive and legal obligations in the Congo to restore its properties. The cost of this obligation is determined based on the expected future level of activity and costs related to decommissioning the mines and restoring the properties. The provision for the Twangiza mine is calculated at the net present value of the estimated future undiscounted liability using an interest rate in the Congo of 15%, a mine life of 11 years, and estimated future undiscounted liability of $9,060 (December 31, 2013 - $9,404). The provision for the Namoya Mine is calculated at the net present value of the future expected undiscounted liability using an interest rate in the Congo of 15%, a mine life plus expected time to reclaim land of 11 years, and estimated future undiscounted liability of $10,107 (December 31, 2013 - $10,204). For the three and nine month periods ended September 30, 2014, the Company recorded an accretion expense of $209 and $464, respectively, (three and nine month periods ended September 30, 2013 - $65 and $97, respectively) in the interim condensed statement of comprehensive income/(loss). As at September 30, 2014, the Company recorded a provision for mine rehabilitation of $4,628 (December 31, 2013 - $4,218).

		Twangiza Mine			Namoya Mine			Total
		$			$			$
Balance at December 31, 2012		777			-			777
Unwinding of the discount rate		129			-			129
Additions		1,117			2,195			3,312
Balance at December 31, 2013		2,023			2,195			4,218
Decrease in obligation		(54	)		-			(54	)
Unwinding of the discount rate		218			246			464
Balance at September 30, 2014		2,187			2,441			4,628

19.	LONG-TERM DEBT

On August 18, 2014, the Company closed a liquidity backstop facility (the “Facility”) for gross aggregate proceeds of up to $35,000. The Facility provides for the issuance by the Company of two classes of notes, defined as Priority Lien Notes and Parity Lien Notes, as well as common share purchase warrants of the Company. The warrants entitle the holders thereof to acquire 13,300,000 common shares of the Company at a price of Cdn$0.269 per share for a period of 3 years, expiring August 17, 2017. The notes will mature on July 31, 2016, but may be prepaid at any time in whole or in part without penalty. The notes bear initial interest rates of 10% and 15% for the Priority Lien Notes and Parity Lien Notes , respectively, accruing and payable monthly in arrears, with semi-annual step up provisions in interest to as high as 20% and 25% for the Priority Lien Notes and Parity Lien Notes, respectively, seven months before expiry. Any interest payable on or before July 31, 2015 may be capitalized monthly by the Company by adding the accrued interest to then outstanding principal of the notes. The interest rate applicable to any such capitalized interest will be 2% higher.

Page 17 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

On August 18, 2014, the Company drew down under the Facility a total of $27,700 ($19,700 in Priority Lien Notes and $8,000 in Parity Lien Notes). On August 29, 2014, the Company drew down under the Facility an additional $3,000 (evidenced by Priority Lien Notes).

The interest payable on the notes on August 31 and September 30 was capitalized.

The Company recognized the long-term debt portion of the securities issued under the Facility, at their fair value of $30,340 less transaction costs of $880, in its interim condensed consolidated statement of financial position. The warrants, a derivative liability, were recognized at the fair value of $360 in the interim condensed consolidated statement of financial position with the related transaction costs of $10 being recorded in the interim condensed consolidated statement of comprehensive income/(loss). As a portion of the proceeds from the Facility is attributable to the construction of the Namoya mine, the Company will capitalize the related portion of all borrowing costs calculated using a rate of 21.91% . As at September 30, 2014, the fair value of the long-term debt approximates its carrying value. For the three and nine month periods ended September 30, 2014, the Company capitalized borrowing costs of $149 and $149, respectively (three and nine month periods ended September 30, 2013 – nil and nil, respectively) to Mine under Construction and recognized $530 and $530, respectively (three and nine month periods ended September 30, 2013 - nil and nil, respectively) of borrowing costs under interest expense in its interim condensed consolidated statement of comprehensive income/(loss). For the three and nine month periods ended September 30, 2014, the Company recognized a fair value gain of $10 on the derivative liability in its interim condensed consolidated statement of comprehensive income/(loss). As of September 30, 2014, the Company included capitalized interest on the outstanding principle of $679 (December 31, 2013 - nil) under long-term debt in its interim condensed consolidated statement of financial position as the capitalized interest will remain outstanding until the date of extinguishment, in whole or part.

On March 2, 2012, the Company closed a debt offering for gross proceeds of $175,000 (the ‘‘Offering’’). A total of 175,000 units (the ‘‘Units’’) of the Company were issued. Each Unit consisted of $1 principal amount of notes (“the Notes”) and 48 common share purchase warrants (“the Warrants”) of the Company. The Notes will mature March 1, 2017 and bear interest at a rate of 10%, accruing and payable semi-annually in arrears on March 1 and September 1 of each year. Each Warrant entitles the holder thereof to acquire one common share of the Company at a price of $6.65 for a period of five years, expiring March 1, 2017.

The Company recognized the long-term debt portion of the Units, at its fair value of $160,959 less transaction costs of $9,197, in its interim condensed consolidated statement of financial position. The residual value of $14,041 less $789 in transaction costs has been attributed to the Warrants. As a portion of the proceeds from the Offering is attributable to the construction of the Namoya mine, the Company will capitalize the related portion of all borrowing costs calculated using a rate of 88%. As at September 30, 2014, the fair value of the long-term debt is $123,354 (December 31, 2013 - $120,646) which is valued using a market approach and applying an indicated yield of 27.32% . For the three and nine month periods ended September 30, 2014, the Company capitalized borrowing costs of $4,820 and $14,458, respectively (three and nine month periods ended September 30, 2013 – $4,700 and $14,101, respectively) to Mine under Construction and recognized $742 and $2,081, respectively (three and nine month periods ended September 30, 2013 - $725 and $1,991, respectively) of borrowing costs under interest expense in its interim condensed consolidated statement of comprehensive income/(loss). As of September 30, 2014, the Company included accrued interest on the long-term debt of $1,458 (December 31, 2013 - $5,833) under accrued liabilities in its interim condensed consolidated statement of financial position.

The Company has complied with its long-term debt covenants as at September 30, 2014.

Page 18 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

		Offering			Facility			Total
		$			$			$
Balance at January 1, 2013		154,685			-			154,685
Accretion		3,914			-			3,914
Balance at December 31, 2013		158,599			-			158,599
Debt Issued		-			29,460			29,460
Accretion and Capitalized Interest		3,342			678			4,020
Balance at September 30, 2014		161,941			30,138			192,079

The table below details the timing of payments for principal and interest on the long-term debt:

20.	PREFERENCE SHARES

a)

Authorized

The Company may issue preference shares at any time and from time to time in one or more series with designations, rights, privileges, restrictions and conditions fixed by the board of directors. The preference shares of each series shall be ranked on a parity with the preference shares of every other series and are entitled to priority over the common shares and any other shares of the Company ranking junior to the preference shares, with respect to priority in payment of dividends and the return of capital and the distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company.

b)

Issued

On April 25, 2013 (the “Closing Date”), the Company issued 116 series A preference shares of the Company at a price of $25 per series A preference share (“Series A Shares”) and 1,200 preferred shares of a subsidiary (“Subco”) of the Company (the “Subco Shares”) combined with 1,200 associated series B preference shares (“Series B Shares”) of the Company at a price of $25 per combined Subco Share and Series B Share, for gross aggregate proceeds of $32,900. Collectively, the Series A Shares and Subco Shares are referred to as the “Preference Shares”. All share amounts are presented in thousands.

Quarterly preferential cumulative cash dividends will accrue and, if, as and when declared by the applicable board of directors are payable on the last day of each of March, June, September and December in each year from the date of issuance. The amount of dividends that will accrue on the Preference Shares on any dividend payment date shall be an amount per share equal to the product obtained by multiplying (i) the Dividend Liquidation Preference (as defined below) on such dividend payment date by (ii) the quotient obtained by dividing (A) the Production Schedule Yield (as defined below) on such dividend payment date by (B) four.

The “Dividend Liquidation Preference” of a Preference Share on any dividend payment date means an amount equal to (i) the simple average of the afternoon London Gold Fix price per troy ounce for each trading day during the three month period ending on the immediately preceding dividend payment date multiplied by (ii) 0.017501.

Page 19 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

The “Production Schedule Yield” means for any dividend payment date the percentage rate appearing under the heading “Annual Dividend Yield” in the table below corresponding to the Monthly Production Level for such dividend payment date (where Monthly Production Level for any dividend payment date refers to the average monthly production level during the three-month period ending on the immediately preceding dividend payment date).

The Preference Shares are not redeemable at the option of the Company or Subco, as applicable, until the later of (i) the first date on which the Company and its subsidiaries have achieved total cumulative gold production of 800,000 ounces from and including the Closing Date and (ii) the date that is five years from the Closing Date.

Commencing on the first day after the date that is five years from the Closing Date, for so long as the Company and its subsidiaries have achieved total cumulative gold production that is less than 800,000 ounces from the Closing Date, each holder of the Preference Shares will have the option at any time to require the Company or Subco, as applicable, to redeem all or a part of its Preference Shares.

Commencing on the tenth anniversary of the Closing Date, each holder of a Preference Share will have the option at any time to require the Company or Subco, as applicable, to redeem the Preference Shares legally available for such purpose.

The Series B Shares were issued for a nominal price and are held by the sole holder of all of the Subco Shares. The terms of the Series B Shares provide that, in the event that two quarterly dividend payments (whether or not consecutive) on the Subco Shares or the Series A Shares shall have accrued and been unpaid, the holders of the Series B Shares will be entitled to notice of, and to attend, at each annual and special meeting of shareholders or action by written consent at which directors of the Company will be elected and will be entitled to a separate class vote, together with the holders of the Series A Shares and the holders of any other series of shares of the Company ranking on a parity with such Series B Shares or Series A Shares either as to dividends or the distribution of assets upon liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable to elect two members to the board of directors of the Company (each a "Preferred Holder Director") until dividends on the Subco Shares or Series A Shares have been paid in full or declared and set apart in trust for payment (whereupon such right shall cease unless and until another quarterly dividend payment on the Subco Shares or Series A Shares shall have accrued and been unpaid).

The Company has classified the Preference Shares as financial liabilities through profit or loss for reporting purposes given that the shares are a derivative since they may possibly be redeemed at the option of the holder at a future date at a value based on future circumstances. The Preference Shares are revalued at each reporting date, with a gain or loss reported in the Company’s consolidated statement of comprehensive income/(loss). On issuance, the Company recognized the Preference Shares at their fair value of $32,900 in its consolidated statement of financial position. As at September 30, 2014, the Company has recognized the Preference Shares at their fair value of $27,954 (December 31, 2013 - $27,972). For the three and nine month periods ended September 30, 2014, a gain of $2,257 and $18 was included in the interim condensed statement of comprehensive income/(loss) for the change in fair value of the derivative financial liability (three and nine month periods ended September 30, 2013 – loss of $3,248 and gain of $2,199, respectively). The fair value of the Preference Shares was obtained by using a market approach. On September 30, 2014, the Company and Subco elected not to declare a dividend on the Preference Shares. The accrued dividend was $737 as at September 30, 2014.

Page 20 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

In February 2014, the Company completed a $40,000 financing through a non-brokered private placement (the "Private Placement") involving the issuance of preferred shares (collectively, the “Private Placement Preferred Shares”) of two of the Company's subsidiaries (Namoya (Barbados) Limited and Twangiza (Barbados) Limited). The Private Placement Preferred Shares will pay an 8% cumulative preferential cash dividend, payable quarterly, and mature on June 1, 2017. At the option of the holders and at any time before the maturity date, the holders will be entitled to exchange their Private Placement Preferred Shares into 63,000 common shares of the Company at a strike price of $0.5673 per common share. A portion of the proceeds from the Private Placement were used towards the completion of the Namoya Mine; therefore, a portion of the dividends accrued and paid were capitalized to Mine Under Construction. The first four dividend payments on the Private Placement Preferred Shares may be deferred by the Company and accumulated at an annual rate of 10%. The dividend payments due on September 2, 2014 were deferred.

The Company has elected to classify the Private Placement Preferred Shares as financial liabilities through profit or loss for reporting purposes given that the shares comprise multiple financial instruments, as defined by IFRS, which contain derivative financial instruments. The Private Placement Preferred Shares are revalued at each reporting date, with a gain or loss reported in the Company’s consolidated statement of comprehensive income/(loss). On issuance, the Company recognized the Private Placement Preferred Shares at their fair value of $40,000 in its consolidated statement of financial position. As at September 30, 2014, the Company has recognized the Private Placement Preferred Shares at their fair value of $38,446 (December 31, 2013 - $nil). For the three and nine month periods ended September 30, 2014, a gain of $746 and $1,554, respectively, was included in the interim condensed consolidated statement of comprehensive income/(loss) for the change in fair value of the derivative financial liability. The fair value of the Private Placement Preferred Shares was obtained by using a market approach. For the three and nine months ended September 30, 2014, dividends of $349 and $611 were capitalized to mine under construction.

Page 21 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

Issued and outstanding preference shares are as follows:

		Number of			Fair Value
		Preference Shares			on Issuance			Fair Value
		(in thousands)			$			$
Series A
Issued on April 25, 2013		116			2,900			2,900
Change in fair value during the year		-			-			(434	)
Balance as at December 31, 2013		116			2,900			2,466
Change in fair value during the period		-			-			(1	)
Balance as at September 30, 2014		116			2,900			2,465
Subco Shares*
Issued on April 25, 2013		1,200			30,000			30,000
Change in fair value during the year		-			-			(4,494	)
Balance as at December 31, 2013		1,200			30,000			25,506
Change in fair value during the period		-			-			(17	)
Balance as at September 30, 2014		1,200			30,000			25,489
Namoya Barbados Private Placement Preferred Shares
Issued on February 28, 2014		20			-			20,000
Change in fair value during the period		-			-			(777	)
Balance as at September 30, 2014		20			-			19,223
Twangiza Barbados Private Placement Preferred Shares
Issued on February 28, 2014		20			-			20,000
Change in fair value during the period		-			-			(777	)
Balance as at September 30, 2014		20			-			19,223
Total Balance as at December 31, 2013								27,972
Total Balance as at September 30, 2014								66,400

*There are another 1,200 series B preference shares of the Company associated with the Subco Shares.

21.	SHARE CAPITAL

a)

Authorized

The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series, with no par value. All share, option and warrant amounts are presented in thousands.

The holders of common shares are entitled to receive notice of and to attend all meetings of the shareholders of the Company and shall have one vote for each common share held at all meetings of shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series. Subject to the prior rights of the holders of the preference shares or any other share ranking senior to the common shares, the holders of the common shares are entitled to (a) receive any dividend as and when declared by the board of directors, out of the assets of the Company properly applicable to payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and (b) receive the remaining property of the Company in the event of any liquidation, dissolution or winding up of the Company.

Page 22 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

The Company may issue preference shares at any time and from time to time in one or more series with designation, rights, privileges, restrictions and conditions fixed by the board of directors. The preference shares of each series are ranked on parity with the preference shares of every series and are entitled to priority over the common shares and any other shares of the Company ranking junior to the preference shares, with respect to priority in payment of dividends and the return of capital and the distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company.

As of September 30, 2014, the Company had 252,101 common shares issued and outstanding (December 31, 2013 – 252,101).

		Number of shares
		(in thousands)			Amount
Balance as at Jan 1, 2013		201,882			456,738
Shares issued for:
Cash		50,219			61,877
Balance as at December 31, 2013		252,101		$	518,615
Balance as at September 30, 2014		252,101		$	518,615

b)

Share purchase warrants (in thousands)

As part of the Facility disclosed in Note 19, the Company issued to the investors warrants exercisable to acquire a total of 13,300 common shares of the Company at a price of Cdn$0.269 per share until August 17, 2017. As of September 30, 2014, all of these warrants were outstanding (December 31, 2013 – nil).

As part of the Offering disclosed in Note 19, the Company issued to the investors 8,400 Warrants, each of which is exercisable to acquire one common share of the Company at a price of $6.65 until March 1, 2017. As of September 30, 2014, the Company had 8,400 Warrants outstanding (December 31, 2013 – 8,400).

In April 2013, the Company issued 735 broker warrants each of which is exercisable to acquire one common share of the Company at a price of Cdn$3.25 until February 24, 2015. As of September 30, 2014, all of these broker warrants were outstanding (December 31, 2013 – 735).

c)

Income/(loss) per share

Income/(loss) per share was calculated on the basis of the weighted average number of common shares outstanding for the three and nine month periods ended September 30, 2014, amounting to 252,101 (three and nine month periods ended September 30, 2013 – 252,101 and 230,946, respectively) common shares. Diluted income/(loss) per share was calculated using the treasury stock method. The diluted weighted average number of common shares outstanding for the three and nine month periods ended September 30, 2014 is 252,101 common shares (September 30, 2013 – 252,101 and 230,946 common shares, respectively).

22.	SHARE-BASED PAYMENTS

a)

Stock option plan

The Company has an incentive Stock Option Plan under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or service providers of the Company or any of its subsidiaries. No amounts are paid or payable by the recipient on receipt of the option, and the exercise of the options granted are not dependent on any performance-based criteria. In accordance with these programs, options are exercisable at a price not less than the closing market price of the shares on the day prior to the grant date.

Page 23 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

Under this Stock Option Plan, 75% of options granted to each optionee vest on the 12 month anniversary of their grant date and the remaining 25% of the options vest on the 18 month anniversary of their grant date. Options granted typically have a contractual life of five years from the date of grant.

The following tables summarize information about stock options (option numbers in thousands):

For the nine month period ended September 30, 2014:

For the nine month period ended September 30, 2013:

The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price based on the historic share price movement, the term of the stock option, the expected life based on past experience, the share price at grant date, expected price volatility of the underlying share based on the weekly share price over the life of the option, the expected dividend yield and the risk free interest rate as per the Bank of Canada for the term of the stock option.

There were 3,525 stock options granted during the nine month period ended September 30, 2014. The assessed fair value, using the Black-Scholes option pricing model, of stock options granted during the nine-month period ended September 30, 2014 was a weighted average Cdn$0.16 per stock option.

Page 24 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

The model inputs for stock options granted during then nine month period ended September 30, 2014 included:

Period ended		September 30, 2014
Risk free interest rate		1.05%
Expected life		3 years
Annualized volatility		76.27%
Dividend yield		0.00%
Forfeiture rate		2.00%
Grant date fair value	$	0.16

During the three and nine month periods ended September 30, 2014, the Company recognized in the interim condensed consolidated statement of comprehensive income/(loss) an expense of $209 and $460, respectively (three and nine month periods ended September 30, 2013 – loss of $193 and $2,793, respectively) representing the fair value at the date of grant of stock options previously granted to employees, directors and officers under the Company’s Stock Option Plan. In addition, an amount of $60 and $163 for the three and nine month periods ended September 30, 2014, respectively, (three and nine month periods ended September 30, 2013 – $155 and $1,399, respectively) related to stock options issued to employees of the Company’s subsidiaries in the Congo was capitalized to the exploration and evaluation asset and to mine under construction.

These amounts were credited accordingly to contributed surplus in the interim condensed consolidated statements of financial position.

b)

Share Appreciation Rights Plan

In June 2013, the Company established an incentive Share Appreciation Rights (“SARs”) Plan under which non-transferable cash-settled SARs may be granted to directors, officers, or employees of the Company or any of its subsidiaries. No amounts are paid or payable by the recipient on receipt of the SAR, and the exercise of the SARs granted is not dependent on any performance-based criteria.

Under this SARs Plan, all of the SARs granted to date vest on the 12 month anniversary of their grant date. SARs granted to date have a contractual life of two years from the date of grant.

The following tables summarize information about SARs (number of SARs in thousands):

Exercise Price Range (Cdn$)	Opening Balance	During the Period				Closing Balance	Weighted average remaining contractual life (years)	Vested & Exercisable	Unvested
		Granted	Exercised	Forfeiture	Expired
0.80 - 0.99	2,830	3,465	-	(225)	-	6,070	4.40	320	5,750
1.00 - 2.35	3,822	60	-	(401)	(1,765)	1,716	0.81	1,716	-
2.40 - 4.75	8,984	-	-	(840)	(50)	8,094	2.33	8,094	-
	15,636	3,525	-	(1,466)	(1,815)	15,880	2.02	10,130	5,750
Weighted Average Exercise Price (Cdn$)	3.26	0.80		2.94	2.17	2.87		4.00	0.89

Page 25 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

The model inputs for SARs granted during the nine month period ended September 30, 2013 included:

Year ended		September 30, 2013
Risk free interest rate		1.09%
Expected life		2 years
Annualized volatility		69.61%
Dividend yield		0.00%
Forfeiture rate		2.00%
Grant date fair value	$	0.1880

The fair value at grant date and at each reporting date is determined using a Black-Scholes option pricing model. The expected price volatility is based on the historic volatility (based on the remaining life of the SARs), adjusted for any expected changes to future volatility due to publicly available information.

During the three and nine month periods ended September 30, 2014, the Company recognized in the interim condensed consolidated statement of comprehensive income/(loss) a change in fair value of $8 and $24, respectively, (three and nine month periods ended September 30, 2013 - $17 and $31, respectively) representing the fair value at the date of grant of SARs, less changes in fair value, previously granted under the Company’s SARs Plan.

23.	COMMITMENTS AND CONTINGENCIES

The Company has entered into a number of leases for buildings with renewal terms whereby the lease agreements can be extended based on market prices at the time of renewal. There are no restrictions placed upon the lessee by entering into these leases.

The Company's future minimum operating lease commitments for office premises as at September 30, 2014 are as follows:

The Company is committed to the payment of surface fees and taxes on its 14 exploration permits. The surface fees and taxes are required to be paid annually under the Congo Mining Code in order to keep exploration permits in good standing.

In addition to the above matters, the Company and its subsidiaries are also subject to routine legal proceedings and tax audits. The Company does not believe that the outcome of any of these matters, individually or in aggregate, would have a material effect on its consolidated losses, cash flow or financial position.

24.	SEGMENTED REPORTING

The Company has three reportable segments: mining operations, mineral exploration, and the development of precious metal projects in the Congo. The operations of the Company are located in two geographic locations: Canada and the Congo. The Company’s corporate head office is located in Canada and is not an operating segment. All of the Company’s operating revenues are earned from production in the Congo and its mining and exploration and development projects are located in the Congo. All of the Company’s revenues from the sale of gold bullion in the Congo are to a single customer.

Page 26 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

For the three months ended September 30, 2014

For the three months ended September 30, 2013

Page 27 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

For the nine months ended September 30, 2014

For the nine months ended September 30, 2013

Page 28 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

Certain items from the Company’s statements of financial position are as follows:

Geographic segmentation of non-current assets is as follows:

September 30, 2014

Page 29 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

25.	PRODUCTION COSTS

Production costs for the Company’s Twangiza Mine for the three and nine month periods ended September 30, 2014 and 2013 are as follows:

		For the three months ended						For the nine months ended
		September 30,			September 30,			September 30,			September 30,
		2014			2013			2014			2013
		$			$			$		$	$
Raw materials and consumables		(7,889	)		(8,404	)		(25,037	)		(23,305	)
Salaries		(4,006	)		(3,361	)		(10,976	)		(11,434	)
Contractors		(1,980	)		(2,782	)		(6,796	)		(7,828	)
Other overhead		(2,644	)		(2,488	)		(7,432	)		(6,703	)
Inventory adjustments		(178	)		(304	)		(2,161	)		(386	)
		(16,697	)		(17,339	)		(52,402	)		(49,656	)

26.	GENERAL AND ADMINISTRATIVE EXPENSES

		For the three months ended						For the nine months ended
		September 30,			September 30,			September 30,			September 30,
		2014			2013			2014			2013
		$			$			$			$
Salaries and employee benefits		(687	)		(767	)		(2,147	)		(1,929	)
Consulting, management, and professional fees		(455	)		(245	)		(1,008	)		(794	)
Office and sundry		(287	)		(176	)		(979	)		(803	)
DRC corporate office		(1,479	)		-			(2,396	)		-
Depreciation		(18	)		(12	)		(49	)		(37	)
Other		(202	)		(185	)		(604	)		(878	)
		(3,128	)		(1,385	)		(7,183	)		(4,441	)

27.	OTHER CHARGES AND PROVISIONS

		For the three months ended						For the nine months ended
		September 30,			September 30,			September 30,			September 30,
		2014			2013			2014			2013
		$			$			$			$
Legal and shareholder services1		(102	)		-			(671	)		-
Settlement		-			-			-			(3,600	)
		(102	)		-			(671	)		(3,600	)

¹ Legal and shareholder services incurred in the three and nine months ended September 30, 2014 resulted from dissident shareholder nominations that were subsequently withdrawn.

Page 30 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

28.	PUT OPTIONS

In March 2014, the Company purchased 54,000 European put options (“the Put Options”) with a strike price of $1,200 per ounce of gold with six monthly expiries starting from March 31, 2014 through to August 31, 2014. The Company classified the Put Options as financial assets at fair value through profit or loss for reporting purposes given that the Put Options are a derivative financial instrument as their value corresponds to the price of gold. On issuance, the Company recognized the Put Options at their fair value of $701 in its interim condensed consolidated statement of financial position. For the three and nine month periods ended September 30, 2014, a loss of $18 and $701, respectively, was included in the interim condensed consolidated statement of comprehensive income/(loss) for the change in fair value of financial instruments. The fair value of the Put Options was obtained by using a quoted market price. All of the Put Options expired unexercised during the nine month period ended September 30, 2014.

29.	FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

a)	Fair value of financial assets and liabilities

The interim condensed consolidated statements of financial position carrying amounts for cash and cash equivalents, advances and accounts receivable, balances due from related parties, bank indebtedness, accounts payable, accrued liabilities, and balances due to related parties approximate fair value due to their short-term nature.

Fair value hierarchy

The following provides a description of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

	•	Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
	•	Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
	•	Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial assets and liabilities carried at amortized cost are approximated by their carrying values.

The following table provides information about financial assets and liabilities measured at fair value in the statement of financial position and categorized by level according to the significance of the inputs used in making the measurements:

					September 30, 2014
		Quoted prices in active			Significant other			Significant other
		markets for identical			observable inputs			unobservable inputs
		assets (Level 1)			(Level 2)			(Level 3)
		$			$			$
Financial assets
Investment		976			-			-
Financial liabilities
Preference Shares		-			27,954			-
Private Placement Preferred Shares		-			38,446			-

Page 31 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

b)	Risk Management Policies

The Company is sensitive to changes in commodity prices and foreign-exchange. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. Although the Company has the ability to address its price-related exposures through the use of options, futures and forward contracts, it currently does not typically enter into such arrangements.

c)	Foreign Currency Risk

Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and Canadian dollar or other foreign currencies will affect the Company’s operations and financial results. A portion of the Company’s transactions are denominated in Canadian dollars, Congolese francs, South African rand, British pounds, Australian dollars and European euros. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. Significant foreign exchange gains or losses are reflected as a separate component of the interim condensed consolidated statement of comprehensive income/(loss). The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

The following table indicates the impact of foreign currency exchange risk on net working capital as at September 30, 2014. The table below also provides a sensitivity analysis of a 10 percent strengthening of the US dollar against foreign currencies as identified which would have increased (decreased) the Company’s net loss by the amounts shown in the table below. A 10 percent weakening of the US dollar against the same foreign currencies would have had the equal but opposite effect as at September 30, 2014.

d)	Credit Risk

Financial instruments, which are potentially subject to credit risk for the Company, consist primarily of cash and cash equivalents and advances and accounts receivable. Cash and cash equivalents are maintained with several financial institutions of reputable credit and may be redeemed upon demand. Cash and cash equivalents are held in Canada and the Congo. The sale of goods exposes the Company to the risk of non-payment by customers. The Company manages this risk by monitoring the creditworthiness of its customers. It is therefore the Company’s opinion that such credit risk is subject to normal industry risks and is considered minimal.

Page 32 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

The Company limits its exposure to credit risk on investments by investing only in securities rated R1 (the highest rating) by credit rating agencies such as the DBRS (Dominion Bond Rating Service). Management continuously monitors the fair value of its investments to determine potential credit exposures. Short-term excess cash is invested in R1 rated investments including money market funds, bankers’ acceptances and other highly rated short-term investment instruments. Any credit risk exposure on cash balances is considered negligible as the Company places deposits only with major established banks in the countries in which it carries on operations. The Company does not have any short-term investments.

The carrying amount of financial assets represents the maximum credit exposure. The Company’s gross credit exposure at September 30, 2014 and December 31, 2013 is as follows:

		September 30,			December 31,
		2014			2013
		$			$
Cash and cash equivalents		2,148			4,452
Advances and accounts receivable		10,372			8,821
		12,520			13,273

 

e)	Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company attempts to ensure that there is sufficient cash to meet its liabilities when they are due and manages this risk by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a cost-effective manner. Temporary surplus funds of the Company are invested in short-term investments. The Company arranges the portfolio so that securities mature approximately when funds are needed. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. The Company’s liquidity requirements are met through a variety of sources, including cash and cash equivalents, existing credit facilities and capital markets. Should the Company experience further production shortfalls at Twangiza, delays in ramp up at Namoya, equipment breakdowns, or delays in completion schedules, or should the price of gold decrease further, the Company may need to further examine funding options. Excluding long-term debt, preferred shares, and one bank loan, all other financial obligations of the Company including bank indebtedness of $4,581, accounts payable of $69,508, accrued liabilities of $8,075, bank loan of $14,588, and balances due to related parties of $709 are due within one year.

f)	Mineral Property Risk

The Company’s operations in the Congo are exposed to various levels of political risk and uncertainties, including political and economic instability, government regulations relating to exploration and mining, military repression and civil disorder, all or any of which may have a material adverse impact on the Company’s activities or may result in impairment or loss of part or all of the Company's assets. In recent years, the Congo has experienced two wars and significant political unrest. Operating in the Congo may make it more difficult for the Company to obtain any required financing because of the perceived investment risk.

g)	Market Risk
	Market risk is the potential for financial loss from adverse changes in underlying market factors, including foreign- exchange rates, commodity prices, interest rate and share based payment costs.

h)	Commodity Price Risk
	The price of gold has fluctuated widely. The future direction of the price of gold will depend on numerous factors beyond the Company's control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of gold, and therefore on the economic viability of the Company's properties, cannot accurately be predicted. To date the Company has not adopted specific strategies for controlling the impact of fluctuations in the price of gold. The following table demonstrates the impact of a 10% weakening in the spot price of gold:

Page 33 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

		For the three months ended						For the nine months ended
		September 30,			September 30,			September 30,			September 30,
		2014			2013			2014			2013
Net income/(loss)		3,750			(3,671	)		48			(456	)
Impact of a 10% weakening of the spot price of gold		(3,329	)		(2,714	)		(9,026	)		(8,479	)
Net income/(loss) after impact		421			(6,385	)		(8,978	)		(8,935	)

i)	Title Risk
	Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mining properties. Although the Company has investigated title to all of its mineral properties for which it holds concessions or other mineral licenses, the Company cannot give any assurance that title to such properties will not be challenged or impugned and cannot be certain that it will have valid title to its mineral properties. The Company relies on title opinions by legal counsel who base such opinions on the laws of countries in which the Company operates.
j)	Capital Management
	The Company manages its bank indebtedness, bank loans, preference shares, long-term debt, common shares, warrants and stock options as capital. The Company’s policy is to maintain a sufficient capital base in order to meet its short term obligations and at the same time preserve investors’ confidence required to sustain future development of the business.

		September 30,			December 31,
		2014			2013
		$			$
Bank indebtedness		4,581			491
Short-term bank loans		14,558			29,250
Long-term bank loans		8,203			13,250
Preference shares		66,400			27,972
Long term debt		192,079			158,599
Share capital		518,615			518,615
Warrants		13,356			13,356
Contributed surplus		42,402			41,793
Deficit		(82,645	)		(82,693	)
		777,549			720,633

Page 34 of 35

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Banro Corporation

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2014

(Expressed in thousands of U.S. dollars, except per share amounts) (unaudited)

30.	NON-CASH TRANSACTIONS

During the periods indicated the Company undertook the following significant investing and financing non-cash transactions:

31.	SUBSEQUENT EVENT

In November 2014, the Company announced the signing of the definitive agreement with Gold Holding Ltd. ("Gold Holding") for a $41 million gold sale transaction relating to the Twangiza mine. This transaction involves the prepayment by Gold Holding of $41 million for its purchase of 40,500 ounces of gold from the Twangiza mine, with the gold deliverable over four years, at 10,125 ounces per year.

Page 35 of 35

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MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THIRD QUARTER OF 2014

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

The following management’s discussion and analysis ("MD&A"), which is dated as of November 11, 2014, provides a review of the activities, results of operations and financial condition of Banro Corporation (“Banro” or the "Company") as at and for the three and nine-month periods ended September 30, 2014 as well as an outlook for the Company based on a defined strategy. This MD&A should be read in conjunction with the unaudited interim condensed consolidated financial statements of the Company as at and for the three and nine-month periods ended September 30, 2014 (the “Interim Financial Statements”) together with the MD&A and audited consolidated financial statements of the Company as at and for the year ended December 31, 2013 (the “Annual Financial Statements”). All dollar amounts in this MD&A are expressed in thousands of dollars and, unless otherwise specified, in United States dollars (the Company’s financial statements are prepared in United States dollars). All share, share option and warrant amounts (except per share amounts) are presented in thousands. Additional information relating to the Company, including the Company's annual information form dated March 29, 2014, is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

FORWARD-LOOKING STATEMENTS

The following MD&A contains forward-looking statements. All statements, other than 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 costs, cash flows, future gold production (including the timing thereof), Mineral Resource and Mineral Reserve estimates, potential mineralization, exploration results and future plans and objectives of the Company) 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 that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things, uncertainty of estimates of capital and operating costs, production estimates and estimated economic return, the possibility that actual circumstances will differ from the estimates and assumptions used in the economic studies of the Company's projects, failure to establish estimated Mineral Resources or Mineral Reserves (the Company's Mineral Resource and Mineral Reserve figures are estimates and no assurances can be given that the indicated levels of gold will be produced), the possibility that future exploration results will not be consistent with the Company's expectations, changes in world gold markets and equity markets, political developments in the Democratic Republic of the Congo (the "DRC"), uncertainties relating to the availability and costs of financing needed in the future, fluctuations in currency exchange rates, inflation, changes to regulations affecting the Company's activities, the uncertainties involved in interpreting drilling results and other geological data and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s annual information form dated March 29, 2014 filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

Page 2 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

CONTENT
FORWARD-LOOKING STATEMENTS	2
Core Business	4
Q3 2014 Highlights	4
Twangiza Mine	7
Namoya - Mine under Construction	9
Exploration	9
Selected Financial Results of Operations	10
Summary of Quarterly Results	13
Liquidity and Capital Resources	15
Contractual Obligations	16
Related Party Transactions	16
Critical Accounting Estimates	17
Newly Applied Accounting Standards	20
Accounting Standards Issued but Not Yet Effective	20
Financial Instruments	21
Risks and Uncertainties	21
Outstanding Share Data	24
Disclosure Controls and Procedures	24
Internal Control Over Financial Reporting	24
Non-IFRS Measures	26
Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates	28

Page 3 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

CORE BUSINESS

Banro is a Canadian gold mining company focused on production from the Twangiza mine, which began commercial production September 1, 2012, and the commissioning of and production from its second gold mine at Namoya located approximately 200 kilometres south of the Twangiza gold mine. The Company’s longer term objectives include the development of two additional major, wholly-owned gold projects, Lugushwa and Kamituga. The four projects, each of which has a mining license, are located along the 210 kilometre long Twangiza-Namoya gold belt in the South Kivu and Maniema provinces of the DRC. The Company also undertakes exploration activities at its DRC properties with the objective of delineating additional oxide and free-milling mineral resources. As well, the Company’s DRC subsidiary, Banro Congo Mining SA, holds title to 14 exploration permits covering ground located between and contiguous to the Company’s Twangiza, Kamituga and Lugushwa properties, covering an area of 2,638 square kilometers.

Led by a proven management team with extensive gold and African experience, the initial focus of the Company is on the mining of gold from oxide and free-milling material, which has a low capital intensity to develop but also attracts a lower technical and financial risk to the Company. All business activities are followed in a socially and environmentally responsible manner.

THIRD QUARTER OF 2014 HIGHLIGHTS

(I) FINANCIAL

The table below provides a summary of financial and operating results for the three and nine-month periods ended September 30, 2014 and corresponding periods in 2013 as well as the second quarter of 2014:

(1) For the nine-month periods ended September 30, 2014 and 2013

(2) Includes depletion and depreciation.

(3) All-in sustaining cost per ounce, cash cost per ounce and gold margin are non-IFRS measures. Refer to the non-IFRS measures section of this M D&A for additional information. All-in sustaining cost per ounce, cash cost per ounce and gold margin for 2013 have been restated on a production basis as compared to a sales basis in prior periods.

(4) All-in sustaining cost per ounce and cash cost per ounce have been adjusted to be presented on a sales basis as opposed to the current presentation which is on a production basis

(5) This represents 1,919 ounces of gold bullion inventory, with a cost of $791, shown at the September 30, 2014 closing market price of $1,217 per ounce of gold.

Page 4 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

• Revenues during the three months ended September 30, 2014 were $33,285 a 23% increase compared to the prior year’s quarter of $27,133. During the third quarter of 2014, ounces of gold sold increased by 32% to 26,997 ounces compared to sales of 20,410 ounces during the third quarter of 2013. The average gold price of $1,233 per ounce was obtained for total revenues of $33,285 realized during Q3 2014 (compared to an average price of $1,329 per ounce obtained during the corresponding period in 2013 for total revenues of $27,133).

• Mine operating expenses, including depletion and depreciation, for three months ended September 30, 2014 were $25,192 compared to prior year quarter of $24,183. The slight increase in costs was due to increased milling throughput of 48%, as the operation reached an annualized run rate of approximately 1.6 mtpa or 93% of the 1.7 mtpa design capacity. These costs were partially offset by the lower mining tonnes moved to achieve planned ore production. Production costs for the third quarter of 2014 were $16,697 compared to $17,339 for the third quarter of 2013 as a result of the lower waste tonnes mined due to a decreased strip ratio and lower consumables consumption.

• Gross earnings from operations for the respective three and nine-month periods ended September 30, 2014, were $8,093 and $18,425, compared to $2,950 and $15,860, respectively, for the corresponding periods of 2013. This translated into improved gross margins of 24% for the third quarter of 2014 and 20% for the nine month period in 2014.

• Cash costs per ounce on a production basis for the third quarter of 2014 were $615 per ounce of gold (compared to $834 per ounce of gold for the third quarter of 2013 and $732 for the second quarter of 2014). Cash costs for Q3 2014 were lower than prior quarters as a result of increased mine and plant productivity as Twangiza progressed forward towards steady state production levels and normalized production costs in line with life of mine expectations.

• All-in sustaining costs declined in the third quarter to $698 per ounce (compared to $1,072 per ounce of gold for the third quarter of 2013 and $906 for the second quarter of 2014) driven by lower cash costs and lower levels of sustaining capital expenditures in the period.

• Adjusted cash costs per ounce and adjusted all-in sustaining costs per ounce for the third quarter of 2014, on a sales basis, were $618 and $702, respectively. Adjusted cash costs per ounce and adjusted all-in sustaining costs per ounce for the nine months of 2014, on a sales basis, were $728 and $827, respectively. All- in sustaining costs per ounce and cash costs per ounce are non-IFRS measures. Refer to the non-IFRS measures section of this MD&A for additional information.

(II) OPERATIONAL - TWANGIZA

• The Twangiza and Namoya mines incurred no lost time accidents during the third quarter of 2014. Namoya has had no lost time incidents year-to-date, and at the end of the third quarter, Twangiza had 242 incident free days.

• During the three months ended September 30, 2014, the plant at the Twangiza Mine processed 394,500 tonnes of ore (compared to 266,320 tonnes during the corresponding period in 2013 and 340,654 tonnes in the second quarter of 2014) achieving 93% of design capacity for the quarter. Ore was processed at an indicated head grade of 2.60g/t Au (compared to 2.83 g/t Au during the corresponding period in 2013 and 2.44 in the second quarter of 2014) with a recovery rate of 82.2% (compared to 82.9% during the corresponding period in 2013 and 84.3% in the second quarter of 2014) to produce 27,171 (compared to 20,784 during the corresponding period in 2013 and 21,431 in the second quarter of 2014) ounces of gold.

• The Run-of-Mine (“ROM”) Pad sheltered storage area was completed prior to the commencement of the rainy season, providing 40,000 tonnes of dry material storage to ensure the availability of sufficient tonnes of acceptable moisture content to the processing plant.

• With these ore delivery and throughput achievements, site management’s focus has now moved from the expansion mode to delivering incremental operational efficiencies.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

(III) MINE UNDER CONSTRUCTION – NAMOYA

• During the third quarter of 2014, the Namoya Mine produced 4,671 ounces of gold from a total of 150,304 tonnes of ore, stacked and sprayed on the heap leach pads and processed through the CIL circuit, at an indicated head grade of 2.11 g/t Au.

• At the Namoya Mine, management, along with internal expertise and external consultants, evaluated the issues identified during the commissioning process as a result of the quantity of fine material exceeding the design capacity of the plant. The Company has determined that the optimal plan of action is through the acquisition of an agglomeration drum to run the mine as an agglomerated heap leach operation while pursuing options to best utilize the CIL plant to process the fines material.

• The plan for the fourth quarter of 2014 will be to increase the monthly stacking rate to up to 90,000 tonnes per month of available high grade ore and processing higher grade fine material through the CIL plant.

(IV) EXPLORATION

• During the third quarter of 2014, exploration activities continued with low level exploration and ground maintenance activities in the Twangiza Regional (Mufwa), Kamituga, Lugushwa and Namoya projects. Exploration activities mainly involved geological mapping, channel and trench sampling, rock chips sampling, limited orientation IP survey work as well as the analysis of geological results from field work carried out in prior periods.

(V) CORPORATE DEVELOPMENT

• In August 2014, the Company closed a liquidity backstop facility through the private placement of securities comprising senior secured notes and warrants for gross proceeds of up to $35 million. As of the date of this MDA, the Company has drawn the maximum amount available under the facility. A portion of the proceeds from the initial notes issued under the facility were used for the repayment of certain bank loans in the DRC totaling $12.8 million.

• In August 2014, the Company announced the signing of a non-binding Memorandum of Understanding for two gold sale transactions, one for $41 million relating to the Twangiza Mine and the second for $80 million relating to the Namoya Mine.

(VI) SUBSEQUENT EVENT

• In November 2014, the Company announced the signing of the $41 million definitive agreement with respect to the Twangiza Mine gold sale transaction. This transaction is expected to close shortly. The funds will be used for meeting general corporate obligations such as trade payables and to provide the working capital to ramp up the Namoya Mine to full production.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

TWANGIZA MINE

During the third quarter of 2014, record mill throughput and resulting production levels were achieved at Twangiza. These operational milestones were a result of the combination of the success of numerous process improvements implemented during the period coupled with favorable processing conditions. The third quarter at Twangiza falls entirely within the normal dry season. Although some rainfall was recorded in each month, it was not significant. Pre-screening and crushing of a portion of the ore fed to the plant has significantly improved the process rate. The benefit of these improvements and the completion of the ROM pad roof are expected to mitigate the adverse impact that the rainfall associated with the wet season has previously had on operating performance.

(1) The difference between ore mined and ore milled is, generally, the result of the stockpiling of lower grade ore.

(2) Strip ratio is calculated as waste mined divided by ore mined.

(3) Head grade refers to the indicated grade of ore milled.

(4) Cash cost per ounce is a non-IFRS measure. Refer to the non-IFRS measures section of this M D&A for additional information.

(5) Adjusted cash cost per ounce has been presented on a sales basis as opposed to on a production basis

Gross spending and unit costs for Q3 2014 compared to Q2 2014 and Q3 2013 are as follows:

Mine Operating Costs		(In '000s)									Cost per tonne Milled
		Q3 2014			Q2 2014			Q3 2013			Q3 2014			Q2 2014			Q3 2013
Mining Costs		3,430			3,059			3,968			8.7			9.0			14.9
Processing Costs		8,583			8,999			8,522			21.8			26.4			32.0
Overhead		4,506			4,414			4,545			11.4			13.0			17.1
Inventory Adjustments		178			(774	)		304			0.5			(2.3	)		1.1
Total Mine operating cost		16,697			15,698			17,339			42.4			46.1			65.1
Total tonnes milled ( tonnes)		394,500			340,654			266,320

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

Mining

A total of 1,027,311 tonnes of material (Q3 2013 – 1,168,875 tonnes) were mined during the three month period ended September 30, 2014. Total ore mined was 589,288 tonnes (Q3 2013 – 494,535 tonnes). The strip ratio for the third quarter of 2014 fell to 0.74 as compared to 1.36 during the corresponding period in 2013 in accordance with the mine schedule which drove the mining cost per tonne milled from $14.9 to $8.7 per tonne.

Processing & Engineering

For the three month period ended September 30, 2014, the plant at the Twangiza Mine processed 394,500 tonnes of ore (third quarter of 2013 – 266,320 tonnes) reducing the processing cost per tonne milled from $32 per tonne to $21.8, a drop of 32%. Throughput in the current period increased to 93% of design capacity with the completion of the plant upgrade project. Improved mill productivity was assisted by dryer weather conditions than the previous year, and dryer material aided by the new sheltered ROM storage area along with improvements in pre-screening and ore crushing circuits. Recoveries during the quarter decreased slightly compared to the same prior year period to an average rate of 82.2% (third quarter of 2013 – 82.9%) driven mainly by lower head grade. With the achievement of design throughput in the current quarter, site management can now focus on incremental operational efficiencies to increase throughput on a consistent basis and improve recoveries. The processing costs were $0.4 million lower compared to the second quarter of 2014 as a result of lower consumption of mill consumables.

Sustaining Capital Activities

All project capital at Twangiza was substantially complete prior to the third quarter of 2014 and the future focus will be on mobile mine equipment and the Tailings Management Facility (“TMF”). For this reason only $2.3 million was incurred during the quarter compared to $5.0 million in the third quarter of 2013.

During the third quarter of 2014 and subsequently up to the date of this MD&A, the following progress was made in the key areas indicated below with respect to sustaining capital activities at the Twangiza Mine:

• ROM Pad Roofing
  The ROM Pad roofing was completed during the third quarter of 2014, consistent with the expected completion timeline, in order to mitigate the impact of weather conditions during the upcoming wet season.

• TMF
  The Phase 3 lift of the TMF was completed in the third quarter of 2014 and ongoing TMF work continued at levels more consistent with management’s plan.

Cash Cost and All-in sustaining costs

Cash costs per ounce for the third quarter of 2014, on a production basis, were significantly lower than the prior year period primarily due to increased production of 6,387 ounces or 31% over the third quarter of 2013, while gross spending decreased slightly as a result of achieved operational efficiencies. The all-in sustaining costs decreased from $1,072 in Q3 2013 to $698 per ounce in Q3 2013, mainly due to the lower cash costs but also the reduced capital expenditures in the third quarter of 2014 with the completion of the processing plant and mining infrastructure.

Cash Cost per ounce produced		($US/ounce)									($US/ounce)						Change
		Q3 2014			Q2 2014			Q3 2013			YTD 2014			YTD 2013			(%)
Mining Costs		126			143			191			162			167			(3%)
Processing Costs		316			420			410			374			417			(10%)
Overhead		166			205			218			195			240			(19%)
Inventory Adjustments		7			(36	)		15			31			7			349%
Total cash costs per ounce		615			732			834			762			831			(8%)
Total ounces produced (ounces)		27,171			21,431			20,784			68,739			59,733			15%
All-in sustaining costs per ounce		698			906			1,072			866			1,109			(22%)

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

NAMOYA - MINE UNDER CONSTRUCTION

Mining continued at the Seketi and Mwendamboko pits during the third quarter of 2014 comprising 375,072 tonnes of material of which 101,402 tonnes were ore. The lower mine production compared to the previous quarter (859,465 tonnes for the second quarter of 2014) was a result of management’s decision to slow down mining in July and August due to a lower achievable feed rate through the wet scrubbing circuit.

As previously reported, during the third quarter of 2014, management worked with internal expertise and external consultants in order to evaluate, assess and determine a remediation plan to address the issues identified during the hot commissioning stage and best utilize the Namoya Mine. The Company has determined that the most appropriate course of action is the addition of a traditional agglomeration drum to the current circuit. Until the agglomeration drum is installed, ore to the heap-leach will continue to be semi-agglomerated on the transport conveyors to the stacker. The heap leach circuit will be the main focus of the operations, allowing for production at Namoya to progress towards life-of-mine levels while continuing to evaluate the most optimal manner to utilize the CIL circuit.

Additions to Mine under Construction during the third quarter of 2014 mainly consisted of work performed in the determination of the optimal remediation plan as well as pre-commercial operating losses due to the mine operating at levels which are below break-even. There were no significant capital amounts spent on project construction or on the acquisition of new property, plant and equipment.

During the third quarter of 2014, the Namoya mine produced 4,671 ounces of gold from a total of 150,304 tonnes of ore, stacked and sprayed on the heap leach pads and processed through the CIL circuit, at an indicated head grade of 2.11 g/t Au, bringing the year-to-date production to 9,175 ounces. The plan for the fourth quarter of 2014 will be to increase the monthly stacking rate to up to 90,000 tonnes per month of available high grade ore and processing higher grade fine material through the CIL plant.

EXPLORATION

Consistent with the Company’s focus on cash flow management during the completion of development at Namoya, exploration work during the third quarter of 2014 was comprised of low level exploration and ground maintenance activities in the Twangiza Regional (Mufwa), Kamituga, Lugushwa and Namoya projects. Low level exploration activities included geological mapping, channel and trench sampling, rock chip sampling and limited orientation induced polarization survey works.

To support the Namoya operations, near term exploration will focus on the following:

• Deliver sufficient drilling to allow mine operations to define a mineable high grade reserve at the Filon B target to incorporate incremental ounce production for 2015;
• Prepare for the drill program in early 2015 to covert inferred and indicated resources to reserves within the existing open pits;
• Prepare an exploration program for 2015 to delineate resources from beneath current open pits for underground mine production, and;
• Prepare an exploration program for 2015 to delineate resources from identified targets within a 5 kilometres radius of the current operations.

Qualified Person

Daniel K. Bansah, the Company's Head of Projects and Operations and a "qualified person" as such term is defined in National Instrument 43-101, has approved the technical information in this MD&A.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

SELECTED FINANCIAL RESULTS OF OPERATIONS

Selected Financial Data		Q3 2014			Q3 2013			Q2 2014				YTD 2014			YTD 2013
Revenues		33,285			27,133			26,534				90,258			84,786
Production costs		(16,697	)		(17,339	)		(15,698	)			(52,402	)		(49,656	)
Depreciation and depletion		(8,495	)		(6,844	)		(6,545	)			(19,431	)		(19,270	)
Gross earnings from operations		8,093			2,950			4,291				18,425			15,860
General & administration		(3,128	)		(1,385	)		(3,158	)			(7,183	)		(4,441	)
Interest & bank charges		(2,530	)		(1,213	)		(1,954	)			(6,168	)		(3,663	)
Net income/(loss)		3,750			(3,671	)		(2,998	)			48			(456	)
EBITDA		13,815			3,186			10,518				24,303			18,852
Basic net earnings/(loss) per share		0.01			(0.01	)		(0.01	)			0.00			(0.00	)

Revenues

Revenues increased in the three and nine month periods ended September 30, 2014 as compared to the corresponding periods of 2013 as a result of increased gold ounces sold, partially offset by lower average realized gold prices. The average gold price received on sales in the third quarter of 2014 was $1,233 per ounce compared to $1,329 per ounce received in 2013. The average realized gold price was lower than the average spot price as a result of the timing of gold sales such that the volume of gold sales increased through the quarter when the spot price was depressed.

Production costs by element

The table below provides the production costs for the three and nine month periods ended September 30, 2014, as well as the three and nine-month periods ended September 30, 2013.

Production Costs		Q3 2014			Q3 2013			Change			YTD 2014			YTD 2013			Change
		($000's)			($000's)			(%)			($000's)			($000's)			(%)
Raw materials and consumables		7,889			8,404			(6%)			25,037			23,305			7%
Salaries		4,006			3,361			19%			10,976			11,434			(4%)
Contractors		1,980			2,782			(29%)			6,796			7,828			(13%)
Other overhead		2,644			2,488			6%			7,432			6,703			11%
Inventory adjustments		178			304			(41%)			2,161			386			460%
Total production costs		16,697			17,339			(4%)			52,402			49,656			6%

Production costs, excluding inventory adjustments, for the three and nine months ended September 30, 2014 were slightly lower than the corresponding 2013 periods, as mine and mill productivity contributed to improved operating efficiencies allowing for increased production with reduced lower costs. Details of changes in production cost categories are included below:

Salaries

Salaries increased in the three months ended September 30, 2014 as compared to the corresponding period in 2013 as a result of the increased levels of activity in the process plant as well as the Company using increased levels of internal resources in the place of certain contractors. For the nine months ended September 30, 2014, salaries decreased slightly compared to the corresponding period of 2013 as a result of reducing management layers at site, partially offset by the increased usage of internal resources in the place of certain contractors.

Contractors

Contractors decreased in the three and nine months ended September 30, 2014, as compared to the corresponding periods in 2013 as a result of using increased levels of internal sources in the place of certain contractors.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

Other overhead

Other overhead expense increased in the three and nine months ended September 30, 2014 as compared to the corresponding periods in 2013 as a result of the increased levels of production and the resulting sales.

Inventory adjustments

Inventory adjustments decreased in the three months ended September 30, 2014 as compared to the corresponding period in 2013 as a result of lower per unit production costs. For the nine months ended September 30, 2014, inventory adjustments increased as compared to the corresponding period of 2013 as a result of the sale of late 2013 production in early 2014.

General and administrative expenses

The table below provides the general and administrative expenses for the three and nine month periods ended September 30, 2014, as well as the three and nine-month periods ended September 30, 2013.

General & administrative expenses		Q3 2014			Q3 2013			Change			YTD 2014			YTD 2013			Change
		($000's)			($000's)			(%)			($000's)			($000's)			(%)
Salaries and employee benefits		687			767			(10%)			2,147			1,929			11%
Consulting, management, and professional fees		455			245			86%			1,008			794			27%
Office and sundry		287			176			63%			979			803			22%
DRC corporate office		1,479			-			-			2,396			-			-
Depreciation		18			12			50%			49			37			32%
Other		202			185			9%			604			878			(31%)
General and administrative expenses		3,128			1,385			126%			7,183			4,441			62%
Other charges & provisions		102			-			-			671			3,600			(81%)

General and administrative expenses increased to $3,128 and $7,183 for the three and nine months ended September 30, 2014, respectively, compared to $1,385 and $4,441, respectively, for the corresponding periods in 2013. Details of changes in the general and administrative expenses category are as follows:

Salaries and employee benefits

Employee benefits decreased slightly in the third quarter of 2014 to $687 compared to $767 for the corresponding period in 2013 as a result of the timing of changes in personnel, but were slightly higher on a year-to-date basis at $2,147 compared to $1,929, for the corresponding period in 2013, due to year over year inflationary increases.

Consulting, management, and professional fees

Consulting, management, and professional fees include mainly legal and auditing fees, which increased to $455 and $1,008 for the three and nine months ended September 30, 2014, respectively, compared to $245 and $794, respectively, for the corresponding periods in 2013, as a result of increased costs related to financing activities and higher regulatory compliance costs.

Office and Sundry

Office and sundry increased to $287 and $979 for the three and nine months ended September 30, 2014, respectively, compared to $176 and $803, respectively, for the corresponding periods in 2013, as a result of the additional costs associated with government fees and taxes related to the preferred share dividends.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

DRC corporate office

The DRC corporate office provides in country support for the operations. For the three and nine months ended September 30, 2014, DRC regional office support expenses were $1,479 and $2,396, respectively. The increase in the expense was due to support resources now focusing more on the requirements of mine operations as opposed to exploration activities in the previous year.

Other expenses

Other general and administrative expenses include travel and promotion expenses relating to a publicly traded company and contributions to the Banro Foundation. The expenses decreased from the respective prior periods as a result of the Company focusing efforts and resources on achieving productivity at Twangiza and the issues identified at Namoya.

Interest and bank charges

Interest and bank charges increased significantly in the three and nine month periods ended September 30, 2014 as compared to the corresponding periods in 2013 as a result of the Company requiring additional financing in order to provide improved liquidity while ramping the Twangiza operations up to levels consistent with the life-of-mine.

Other charges and provisions

Other charges and provisions of $102 and $671 were incurred respectively during the three and nine months ended September 30, 2014, representing legal and shareholder services resulting from dissident shareholder nominees for the election of directors that were subsequently withdrawn. During the nine months ended September 30, 2013, $3,600 was incurred for settlement with the Company’s former CEO.

Net income

The Company’s operations for the three and nine month periods ended September 30, 2014 showed a net income of $3,750, or $0.01 per share, and $48, or $0.00 per share, respectively, compared to a net loss of $3,671, or $0.01 per share, and $456, or $0.00 per share, respectively, incurred in the corresponding periods of 2013. The income generated in the current period was driven by the mining operations as a result of higher ounce production and gross earnings from the Twangiza operations.

EBITDA

EBITDA for the three and nine months ended September 30, 2014 was 333% and 29% higher than the corresponding periods in 2013, primarily due to an increase in gold ounces sold while operating expenses remained flat, partially offset by a decrease in the realized price.

EXPLORATION AND DEVELOPMENT PROJECT EXPENDITURES

Exploration and evaluation expenditures

During the third quarter of 2014, the Company incurred exploration and evaluation expenditures of $2,042 (three months ended June 30, 2013 - $4,938) capitalized as exploration and evaluation assets in the Company’s consolidated statement of financial position. The allocation of such exploration and evaluation expenditures by project was as follows:

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

Exploration and evaluation expenditures		Q3 2014			Q3 2013			Change			YTD 20141			YTD 20131			Change
		($000's)			($000's)			(%)			($000's)			($000's)			(%)
Twangiza project		124			1,228			(90%)			1,677			4,127			(59%)
Namoya project		269			1,266			(79%)			1,389			3,551			(61%)
Lugushwa project		648			1,202			(46%)			2,345			3,727			(37%)
Kamituga project		706			1,231			(43%)			2,591			3,949			(34%)
Banro Congo Mining SARL		295			11			2,582%			1,097			48			2,185%
		2,042			4,938			(59%)			9,099			15,402			(41%)

(1) For the nine months ended September 30, 2014 and 2013.

As a part of managing costs across the Company, mine exploration work has been reduced and some support activities redirected to assist the operations as the Company transitions primarily to an operations focused company in the near term.

Mine development expenditures

During the first nine months of 2014, the Company incurred development expenditures of $72,403 (Q3 2013 - $122,128), net of pre-production revenue of $11,860, with respect to the development of the Namoya mine, which are capitalized in the consolidated statement of financial position as mine under construction asset.

Mine Development Expenditures		YTD 20141			H1 2014			YTD 20131
		Namoya			Namoya			Namoya
		($000's)			($000's)			($000's)
Mine development expenditures		72,363			49,613			122,128
Pre-commercial production revenue		(11,860	)		(6,411	)		-
Net expenditures		60,503			43,202			122,128

(1) For the nine months ended September 30, 2014 and 2013.

Mine development expenditures relate to project capital, pre-operating expenses and capitalized interest. Included in the $72,363 of mine development expenditures is $5,787 of depreciation and $17,899 of capitalized interest. Pre-commercial production revenue at Namoya consists of revenue from the sale of 9,344 ounces of gold sold at an average price of $1,269 per ounce. During the third quarter of 2014, there were no significant new project capital costs.

SUMMARY OF QUARTERLY RESULTS

The following table sets out certain unaudited interim consolidated financial information of the Company for each of the last eight quarters, beginning with the third quarter of 2014. This financial information has been prepared using accounting policies consistent with International Accounting Standard (“IAS”) 34 Interim Financial Reporting issued by IASB.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

		Q3 2014			Q2 2014			Q1 2014			Q4 2013			Q3 2013			Q2 2013			Q1 2013			Q4 2012
Revenues		33,285			26,534			30,439			27,022			27,133			24,484			33,169			33,939
Gross earnings from operations		8,093			4,291			6,041			3,090			2,950			2,288			10,622			11,733
Net income/(loss)		3,750			(2,998	)		(704	)		2,086			(3,671	)		(3,054	)		6,269			5,874
Earnings/(loss) per share, basic ($/share)		0.01			(0.01	)		(0.00	)		0.01			(0.01	)		(0.01	)		0.03			0.03
Earnings/(loss) per share, diluted ($/share)		0.01			(0.01	)		(0.00	)		0.01			(0.01	)		(0.01	)		0.03			0.03

The Company recorded revenue of $33,285 for the three month period ended September 30, 2014 and a net income of $3,750. Revenue and gross earnings from operations for the three month period ended September 30, 2014 were higher than the prior quarter due to there being approximately 6,460 more ounces of gold sold in the third quarter of 2014 from improved production at Twangiza. Increase in net income in the third quarter was driven by higher gross earnings from operations, and gains from the re-valuation of financial instruments partially offset by higher general and administrative expenses and interest costs.

The Company recorded revenue of $26,534 for the three month period ended June 30, 2014 and a net loss of $2,998. Revenue and gross earnings from operations for the three month period ended June 30, 2014 were lower than the prior quarter due to there being approximately 4,000 more ounces of gold sold in Q1 2014 due to gold produced in December 2013 and sold in January 2014. In addition to the lower gross earnings from operations, increased general and administrative expenses were incurred as a result of increased legal and shareholder services that resulted from dissident shareholder nominations, for the election of directors, which were subsequently withdrawn, in connection with the annual shareholders’ meeting.

The Company recorded revenue of $30,439 for the three month period ended March 31, 2014 and a net loss of $704. Revenue and gross earnings from operations for the three months ended March 31, 2014 were higher than the prior quarter due to there being approximately 4,000 more ounces of gold sold in Q1 2014 as compared to Q4 2013. Although revenue was higher during the quarter, transactions costs, dividends on preferred shares, and a loss on the change in the fair value of preferred shares were all expenses that contributed to the net loss of $704 for the quarter.

The Company recorded revenues of $27,022 for the three month period ended December 31, 2013 and net income of $2,086. Revenue and gross earnings from operations for the three months ended December 31, 2013 remained consistent with revenues and gross earnings from operations incurred during the three-month period ended September 30, 2013 even though the gold price declined during the fourth quarter as the Company sold more ounces of gold during the fourth quarter. The net profit recognized in the fourth quarter was driven by a gain on a change in the fair value of preferred shares as compared to the third quarter of 2013.

The Company recorded revenues of $27,133 for the three month period ended September 30, 2013, compared to $24,484 for the second quarter of 2013. The increase in revenue was primarily a result of greater ounces sold as compared to the prior quarter. The net loss for the third quarter of 2013 was driven by a $3,248 loss on change in fair value of the Company’s issued preference shares during the third quarter. Further adding to the net loss recorded in the third quarter was the higher mining-related costs, including fuel and replacement parts, from the Twangiza mine as compared to prior quarters.

The Company recorded revenues of $24,484 for the three month period ended June 30, 2013, compared to $33,169 for the first quarter of 2013. The lower revenues were primarily a result of the 17% decline in the average spot gold price received for gold sold during the period as well as 11% less gold sold during the period as compared to the first quarter of 2013. The settlement with the Company’s former CEO reduced the Company’s gross earnings from mining operations to a net loss for the quarter.

During the first quarter of 2013, the Company recorded revenue of $33,169, which was lower than the fourth quarter of 2012 as the price of gold had decreased during the quarter, however net income increased as the Company reduced costs following the first full quarter of commercial production.

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2014, the Company had cash and cash equivalents of $2,148 compared to cash and cash equivalents of $4,452 as at December 31, 2013. As a result of the minimal liquidity available as at December 31, 2013, and the Company’s need to continue to fund operations until production from Namoya reaches commercial production levels, it was necessary to carry out a further financing of $40 million in February 2014 in the form of preferred shares as well as a liquidity back-stop facility for up to $35 million in August 2014 in the form of notes.

In February 2014, the Company completed a $40 million financing through a non-brokered private placement (the "Private Placement") involving the issuance of preferred shares of two of the Company's subsidiaries. The preferred shares issued under the Private Placement pay an 8% cumulative preferential cash dividend, payable quarterly, and mature on June 1, 2017. At the option of the holders and at any time before the maturity date, the holders will be entitled to exchange their preferred shares into 63,000 common shares of the Company at a strike price of $0.5673 per common share.

On August 18, 2014, the Company closed a liquidity backstop facility (the “Facility”) by the Company for gross aggregate proceeds of up to $35,000. The Facility provides for the issuance two classes of notes, defined as Priority Lien Notes and Parity Lien Notes, as well as common share purchase warrants of the Company. The warrants entitle the holders thereof to acquire 13,300 common shares of the Company at a price of Cdn$0.269 per share for a period of 3 years, expiring August 17, 2017. The notes will mature on July 31, 2016, but may be prepaid at any time in whole or in part without penalty. The notes bear initial interest rates of 10% and 15% for the Priority Lien Notes and Parity Lien Notes, respectively, accruing and payable monthly in arrears, with semi-annual step up provisions in interest to as high as 20% and 25% for the Priority Lien Notes and Parity Lien Notes, respectively, seven months before expiry. Any interest payable on or before July 31, 2015 may be capitalized monthly by the Company by adding the accrued interest to the outstanding principal of the notes. The interest rate applicable to any such capitalized interest will be 2% higher.

During the three-month period ended September 30, 2014, the Company spent $1,024 in cash for exploration and evaluation expenditures (of which two-thirds of the cost was for support services in the DRC) and $8,153 in cash (net of pre-production revenue) for the development of the Namoya mine (compared to $4,375 spent on exploration and evaluation expenditures and $32,311 spent on the development of the Twangiza and Namoya mines during the third quarter of 2013). In addition, during the three-month period ended September 30, 2014, the Company spent $3,896 on capital assets (compared to $9,170 spent during the corresponding period in 2013) to carry on its projects in the DRC.

Based on the revenues expected to be generated from the Company’s Twangiza mine, together with the Company’s renegotiation of bank loan repayment terms and cash on hand, the Company expects to have access to sufficient funds to carry out its proposed 2014 operating and capital budgets for the Twangiza mine and for corporate overhead. The Company has been evaluating options for the optimization of the Namoya gold plant and assessing the financial requirements to carry out the modifications required at Namoya. As disclosed in the Company’s November 4, 2014 press release, the Company has signed a definitive agreement for the $41 million Twangiza Mine gold sale transaction. If at any time during the year it becomes apparent that there may be a strain on the Company’s cash flows, the Company may elect to defer non-essential capital expenditures to a future year.

As a result of restrictive covenants in the Indenture under which certain of the Company’s outstanding Notes were issued (the "2012 Offering"), the Company’s ability to incur additional debt is currently limited to approximately $15 million. Should the Company experience further production shortfalls at Twangiza, delays in ramp up at Namoya, suspension or delays in the receipt of goods and services, equipment breakdowns, or should the price of gold decrease further, the Company may need to further examine funding options.

Page 15 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

CONTRACTUAL OBLIGATIONS

The Company’s contractual obligations as at September 30, 2014 are described in the following table:

Contractual Obligations					Payments due by period
					Less than			One to			Four to five
		Total			one year			three years			years
		($000's)			($000's)			($000's)			($000's)
Operating leases		685			505			180			-
Bank loans		22,761			14,558			8,203			-
Long-term debt - 2012 Offering		175,000			-			175,000			-
Interest on long-term debt - 2012 Offering		43,750			17,500			26,250			-
Long-term debt - Facility		30,700			-			30,700			-
Interest on long-term debt - Facility		11,674			983			10,691			-

RELATED PARTY TRANSACTIONS

The Company’s related parties include key management. Key management includes directors (executive and non-executive), the Chief Executive Officer (“CEO”), the Chief Financial Officer, and the Vice Presidents reporting directly to the CEO. The remuneration of the key management of the Company as defined above, during the three and nine-month periods ended September 30, 2014 and 2013 was as follows:

		Three months ended						Nine months ended
		September 30,			September 30,			September 30,			September 30,
		2014			2013			2014			2013
		($000's)			($000's)			($000's)			($000's)
Short-term employee benefits		929			872			2,504			3,209
Other benefits		20			20			53			59
Employee retention allowance		53			49			145			156
Settlement		-			(258	)		-			2,756
		1,002			683			2,702			6,180

During the three and nine month periods ended September 30, 2014, directors fees of $139 and $308 respectively (three and nine month periods ended September 30, 2013 - $75 and $198, respectively) were incurred for non-executive directors of the Company. As of September 30, 2014, $167 was included in accrued liabilities as a payable to seven directors.

		September 30,			December 31,
		2014			2013
		($000's)			($000's)
Due from related parties		248			63
Due to related party		709			635

During the three and nine month periods ended September 30, 2014, legal fees of $597 and $1,127, respectively (three and nine month periods ended September 30, 2013 - $60 and $1,311), incurred in connection with the Company’s financings as well as general corporate matters, were paid to Norton Rose Fulbright Canada LLP, a law firm of which one partner was a director of the Company and Djunga & Risasi, another law firm of which one partner is a director of a subsidiary of the Company. As at September 30, 2014, the balance of $709 (December 31, 2013 - $575) owing to these law firms was included in due to related parties in the interim condensed consolidated statements of financial position.

Page 16 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

During the three and nine month periods ended September 30, 2014, the Company incurred common expenses of $57 and $131, respectively (three and nine month periods ended September 30, 2013 - $104 and $187, respectively) in the DRC together with Loncor Resources Inc. (“Loncor”), a corporation with a common director. As at September 30, 2014, an amount of $152 (December 31, 2013 – $60 due to related parties) owing from Loncor was included in due from related parties in the interim condensed consolidated statements of financial position.

During the three and nine month periods ended September 30, 2014, the Company incurred no common expenses (three and nine month periods ended September 30, 2013 - $4 and $70) with Gentor Resources Inc. (“Gentor”), a corporation which had common directors. As at September 30, 2014, an amount of $60 (December 31, 2013 - $63) owing from Gentor was included in due from related parties in the interim condensed consolidated statements of financial position.

During the three and nine month periods ended September 30, 2014, there was no repayment to Delrand Resources Limited

(“Delrand”) with respect to the Company’s share of prior period common expenses in the DRC (three and nine month periods ended September 30, 2013 - $7). As at September 30, 2014, an amount of $36 (December 31, 2013 - $5) was due from Delrand. Amounts due from Delrand as at December 31, 2013 were included in Investment in Associate.

These transactions are in the normal course of operations and are measured at the exchange amount.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the Interim Financial Statements included the following:

Provision for closure and reclamation

The Company’s operation is subject to environmental regulations in the DRC. Upon establishment of commercial viability of a site, the Company estimates the cost to restore the site following the completion of commercial activities and depletion of reserves. These future obligations are estimated by taking into consideration closure plans, known environmental impacts, and internal and external studies, which estimate the activities and costs that will be carried out to meet the decommissioning and environmental rehabilitation obligations. The Company records a liability and a corresponding asset for the present value of the estimated costs of legal and constructive obligations for future mine rehabilitation. During the mine rehabilitation process, there will be a probable outflow of resources required to settle the obligation and a reliable estimate can be made of those obligations. The present value is determined based on current market assessments using the risk-free rate of borrowing which is approximated by the yield of government bonds with a maturity similar to that of the mine life. The discounted liability is adjusted at the end of each period with the passage of time. The provision represents management’s best estimate of the present value of the future mine rehabilitation costs, which may not be incurred for several years or decades, and, as such, actual expenditures may vary from the amount currently estimated. The decommissioning and environmental rehabilitation cost estimates could change due to amendments in laws and regulations in the DRC. Additionally, actual estimated costs may differ from those projected as a result of an increase over time of actual remediation costs, a change in the timing for utilization of reserves and the potential for increasingly stringent environmental regulatory requirements.

Impairment

Assets, including property, plant and equipment, exploration and evaluation and mine under construction, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts, which is the higher of fair value less cost to sell and value in use. The assessment of the recoverable amounts often requires estimates and assumptions such as discount rates, exchange rates, commodity prices, rehabilitation and restoration costs, future capital requirements and future operating performance. Changes in such estimates could impact recoverable values of these assets. Estimates are reviewed regularly by management.

Page 17 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

Mineral reserves and resource estimates

Mineral reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mineral properties. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body. This exercise requires complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as commodity prices, future capital requirements, and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the reserve or resource estimates may impact upon the carrying value of exploration and evaluation assets, property, plant and equipment, recognition of deferred tax assets, and expenses.

Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price based on the historic share price movement, the term of the stock option, the expected life based on past experience, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate as per the Bank of Canada for the term of the stock option.

The model inputs for stock options granted during the nine months ended September 30, 2014 included:

		September 30,
		2014
Risk free interest rate		1.05%
Expected life		3 years
Annualized volatility		76.27%
Dividend yield		0.00%
Forfeiture rate		2.00%
Grant date fair value	$	0.16

Depletion of mining assets

The Company applies the units of production method for amortization of its mine assets in commercial production based on resource ore tons mined. These calculations require the use of estimates and assumptions. Significant judgment is required in assessing the available reserves, resources and the production capacity of the plants to be amortized under this method. Factors that are considered in determining reserves, resources and production capacity are the economic feasibility of the reserves, expected life of the project and proven and probable mineral reserves, the complexity of metallurgy, markets and future developments. Estimates of proven and probable reserves are prepared by experts in extraction, geology and reserve determination. When these factors change or become known in the future, such differences will impact pre-tax profit and carrying value of assets. Componentization is not used in the depreciation of mining assets.

Depreciation of property, plant and equipment

Each property, plant and equipment life, which is assessed annually, is assessed for both its physical life limitations and the economic recoverable reserves of the property at which the asset is located. For those assets depreciated on a straight-line basis, management estimates the useful life of the assets. These assessments require the use of estimates and assumptions including market conditions at the end of the asset’s useful life. Asset useful lives and residual values are re-evaluated annually. The nature of the property, plant and equipment did not require componentization.

Page 18 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

Commercial production

Prior to reaching pre-determined levels of operating capacity intended by management, costs incurred are capitalized as part of mines under construction and proceeds from sales are offset against capitalized costs. Depletion of capitalized costs for mining properties begins when pre-determined levels of operating capacity intended by management have been reached. Management considers several factors in determining when a mining property has reached levels of operating capacity intended by management, including:

• when the mine is substantially complete and ready for its intended use
• the ability to produce a saleable product
• the ability to sustain ongoing production at a steady or increasing level
• the mine has reached a level of pre-determined percentage of design capacity
• mineral recoveries are at or near the expected production level
• the completion of a reasonable period of testing of the mine plant and equipment

The results of operations of the Company during the periods presented in the Company’s consolidated financial statements have been impacted by management’s determination that its Twangiza mine had reached the commercial production phase on September 1, 2012. When a mine development project moves into the production stage, the capitalization of certain mine development and construction costs ceases. Subsequent costs are either regarded as forming part of the cost of inventory or expensed. However, any costs relating to mining asset additions or improvements, underground mine development or mineable reserve development are assessed to determine whether capitalization is appropriate.

Provisions and contingencies

The amount recognized as a provision, including legal, contractual, constructive and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available, relevant tax laws and other appropriate requirements.

Exploration and evaluation expenditure

The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. There are a few circumstances that would warrant a test for impairment, which include: the expiry of the right to explore, substantive expenditure on further exploration is not planned, exploration for and evaluation of the mineral resources in the area have not led to discovery of commercially viable quantities, and/or sufficient data exists to show that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale. If information becomes available suggesting impairment, the amount capitalized is written off in the statement of comprehensive income/loss during the period the new information becomes available.

Income taxes

The Company is subject to income taxes in various jurisdictions and subject to various rates and rules of taxation. Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

In addition, the Company has recognized deferred tax assets relating to tax losses carried forward to the extent there is sufficient taxable income relating to the same taxation authority and the same subsidiary against which the unused tax losses can be utilized. However, future realization of the tax losses also depends on the ability of the entity to satisfy certain tests at the time the losses are recouped, including current and future economic conditions, production rates and production costs.

Page 19 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

Functional and presentation currency

Judgment is required to determine the functional currency of the parent and its subsidiaries. These judgments are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances.

NEWLY APPLIED ACCOUNTING STANDARDS

The following new and revised standards and interpretations were applied as of January 1, 2014:

• IAS 32, “Financial Instruments: Presentation” (amendment);
• IAS 36, “Impairment of Assets” (amendment);
• IAS 39, “Financial Instruments: Recognition” (amendment);
• IFRIC 21, “Levies” (new).

The application of these new and revised standards and interpretations did not have a significant impact on the Company’s interim condensed consolidated financial statements.

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective and determined that the following may have an impact on the Company:

IFRS 9, Financial instruments (“IFRS 9”) was issued by the IASB on July 24, 2014 and will replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety with IFRS 9. IFRS 9 is intended to reduce the complexity for the classification and measurement of financial instruments. The mandatory effective date was previously January 1, 2015 and has since been removed with the effective date to be determined when the remaining phases of IFRS 9 are completed. Once it is complete, the Company will be evaluating the impact the final standard is expected to have on its consolidated financial statements.

IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) was issued by the IASB on May 28, 2014 and will replace IAS 18 Revenue and IAS 11 Construction Contracts. IFRS 15 provides a more detailed framework for the timing of revenue recognition and increased requirements for disclosure of revenue. IFRS 15 uses a control-based approach to recognize revenue which is a change from the risk and reward approach under the current standard. The mandatory effective date is for annual periods beginning on or after January 1, 2017. The Company is evaluating the impact of this standard.

An amendment to IAS 16, Property, Plant and Equipment (“IAS 16”) was issued by the IASB in May 2014. The amendment prohibits the use of a revenue-based depreciation method for property, plant and equipment as it is not reflective of the economic benefits of using the asset. It clarifies that the depreciation method applied should reflect the expected pattern of consumption of the future economic benefits of the asset. The amendment to IAS 16 is effective for annual periods beginning on or after January 1, 2016. The Company does not expect the standard to have a material impact on its consolidated financial statements.

An amendment to IAS 38 Intangible Assets (“IAS 38”) was issued by the IASB in May 2014. The amendment prohibits the use of a revenue-based depreciation method for intangible assets. Exceptions are allowed where the asset is expressed as a measure of revenue or revenue and consumption of economic benefits for the asset are highly correlated. The amendment to IAS 38 is effective for annual periods beginning on or after January 1, 2016. The Company is evaluating the impact of this standard but does not expect the standard to have a material impact on its consolidated financial statements.

Page 20 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

IFRS 2, Share-based payments (“IFRS 2”) was amended by the IASB in the second quarter of 2014. The amendments change the definitions of “vesting condition” and “market condition” in the standard, and add definitions for “performance condition” and “service condition”. They also clarify that any failure to complete a specified service period, even due to the termination of an employee’s employment or a voluntary departure, would result in a failure to satisfy a service condition. This would result in the reversal, in the current period, of compensation expense previously recorded reflecting the fact that the employee failed to complete a specified service condition. These amendments are effective for transactions with a grant date on or after July 1, 2014. These amendments had no impact on the Company’s interim financial statements.

IFRS 3, Business combinations (“IFRS 3”) was amended by the IASB in the second quarter of 2014. The amendments clarify the guidance in respect of the initial classification requirements and subsequent measurement of contingent consideration. This will result in the need to measure the contingent consideration at fair value at each reporting date, irrespective of whether it is a financial instrument or a non-financial asset or liability. Changes in fair value will need to be recognized in profit and loss. These amendments are effective for transactions with acquisition dates on or after July 1, 2014. These amendments had no impact on the Company’s interim financial statements.

FINANCIAL INSTRUMENTS

Fair value of financial assets and liabilities

The Company’s consolidated statements of financial position carrying amounts for cash and cash equivalents, advances and accounts receivable, balances due from related parties, bank indebtedness, accounts payable, accrued liabilities, and due to related parties approximate fair value due to their short-term nature.

Fair value hierarchy

The following provides a description of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial assets and liabilities carried at amortized cost are approximated by their carrying values.

RISKS AND UNCERTAINTIES

The Company is subject to a number of risks and uncertainties that could significantly impact its operations and future prospects. The following discussion pertains to certain principal risks and uncertainties but is not, by its nature, all inclusive.

Risk Management Policies

The Company is sensitive to changes in commodity prices and foreign-exchange. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. Although the Company has the ability to address its price-related exposures through the use of options, futures and forward contracts, it does not typically enter into such arrangements.

Page 21 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

Foreign Currency Risk

Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and Canadian dollar or other foreign currencies will affect the Company’s operations and financial results. A portion of the Company’s transactions are denominated in Canadian dollars, Congolese francs, South African rand, British pounds, Australian dollars, European euros and the Kenyan shilling. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. Significant foreign exchange gains or losses are reflected as a separate component of the consolidated statement of comprehensive income/(loss). During the three and nine month periods ended September 30, 2014 and 2013, the Company recorded a foreign exchange losses of $202 and $233, respectively, and a gain of $177 and a loss of $254 during the corresponding periods in 2013, respectively, due to the variation in the value of the United States dollar relative to the Canadian dollar. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. See Note 29(c) of the Interim Financial Statements for additional details.

Credit Risk

Financial instruments, which are potentially subject to credit risk for the Company, consist primarily of cash and cash equivalents and advances and accounts receivable. Cash and cash equivalents are maintained with several financial institutions of reputable credit and may be redeemed upon demand. Cash and cash equivalents are held in Canada and the DRC. The sale of goods exposes the Company to the risk of non-payment by customers. Banro manages this risk by monitoring the creditworthiness of its customers. It is therefore the Company’s opinion that such credit risk is subject to normal industry risks and is considered minimal.

Any credit risk exposure on cash balances is considered negligible as the Company places deposits only with major established banks in the countries in which it carries on operations.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company attempts to ensure that there is sufficient cash to meet its liabilities when they are due and manages this risk by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a cost-effective manner. Temporary surplus funds of the Company are invested in short-term investments. The Company arranges the portfolio so that securities mature approximately when funds are needed. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. The Company’s liquidity requirements are met through a variety of sources, including cash and cash equivalents, existing credit facilities and capital markets. Should the Company experience further production shortfalls at Twangiza, delays in ramp up at Namoya, equipment breakdowns, or delays in completion schedules, or should the price of gold decrease further, the Company may need to further examine funding options. Excluding long-term debt, preferred shares, and one bank loan, all other financial obligations of the Company including bank indebtedness of $4,581, accounts payable of $69,508, accrued liabilities of $8,075, bank loans of $14,558, and balances due to related parties of $709 are due within one year.

Market Risk

Market risk is the potential for financial loss from adverse changes in underlying market factors, including foreign-exchange rates, commodity prices and stock based compensation costs.

Foreign Operations and Political Risk

The Company’s operations in the DRC are exposed to various levels of political risk and uncertainties, including political and economic instability, government regulations relating to exploration and mining, military repression and civil disorder, all or any of which may have a material adverse impact on the Company’s activities or may result in impairment or loss of part or all of the Company's assets. In recent years, the DRC has experienced two wars and significant political unrest. Operating in the DRC may make it more difficult for the Company to obtain required financing because of the perceived investment risk.

Page 22 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

Access to Capital Markets and Indebtedness Obligation Risk

In March 2012, the Company closed a $175,000 debt financing, which included the issuance by the Company of $175,000 aggregate principal amount of senior secured ("Notes") with an interest rate of 10% and a maturity date of March 1, 2017. As a result of this financing, together with additional debt financing carried out during 2013 and 2014, the Company has a significant amount of indebtedness. The Company and certain of its subsidiaries also have financial obligations with respect to outstanding preferred shares. The Company’s high level of indebtedness could have important adverse consequences, including: limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements; requiring a substantial portion of the Company’s cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes; increasing the Company’s vulnerability to general adverse economic and industry conditions; limiting the Company’s flexibility in planning for and reacting to changes in the industry in which it competes; placing the Company at a disadvantage compared to other, less leveraged competitors; and increasing the cost of borrowing.

Banro’s inability to generate sufficient cash flows to satisfy its debt obligations would materially and adversely affect the Company’s financial position and results of operations. If the Company cannot make scheduled payments on its debt, theCompany will be in default and holders of the debt could declare all outstanding principal and interest to be due and payable, and the Company could be forced into bankruptcy or liquidation.

The Indenture under which the Notes were issued contains a number of restrictive covenants that impose significant operating and financial restrictions on the Company and may limit the Company’s ability to engage in acts that may be in its long-term best interest. A breach of the covenants under this indenture could result in an event of default. In the event the Noteholders accelerate the repayment of the Company’s indebtedness, Banro may not have sufficient assets to repay that indebtedness. As a result of these restrictions, Banro may be: limited in how it conducts its business; unable to raise additional debt or equity financing to operate during general economic or business downturns; or unable to compete effectively or to take advantage of new business opportunities. These restrictions may affect the Company’s ability to grow in accordance with its strategy.

Exploration and Development Risk

Certain of the Company's properties are in the exploration or development stage only and have not commenced commercial production. The Company currently does not generate income from properties under exploration and development. The exploration and development of mineral deposits involve significant financial risks over a significant period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. Major expenditures are required to establish reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the Company's exploration or development programs will result in a profitable commercial mining operation.

Mineral Reserve and Mineral Resources Estimates Risk

The Company's mineral resources and mineral reserves are estimates and no assurance can be given that the indicated levels of gold will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that the resource and reserve estimates for its properties are well established, by their nature resource and reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences, which may ultimately prove unreliable. If such estimates are inaccurate or are reduced in the future, this could have a material adverse impact on the Company. In addition, there can be no assurance that gold recoveries or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Environmental, Health and Safety Risk

The Company’s mining operation, exploration and development activities are subject to extensive laws and regulations governing the protection of the environment, waste disposal, worker safety and other related hazards and risks normally incident to gold mining operations, exploration and development, any of which could result in damage to life or property, environmental damage and possible legal liability for any or all damage. A breach of such laws and regulations may result in significant fines and penalties. The Company intends to fully comply with all environmental and safety regulation applicable in the DRC and comply with prudent international standards.

Page 23 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

Commodity Price Risk

The price of gold has fluctuated widely. The future direction of the price of gold will depend on numerous factors beyond the Company's control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of gold, and therefore on the economic viability of the Company's properties, cannot accurately be predicted. To date the Company has not adopted specific strategies for controlling the impact of fluctuations in the price of gold.

Reference is made to the Company's annual information form dated March 29, 2014 for additional risk factor disclosure (a copy of such document can be obtained from SEDAR at www.sedar.com and EDGAR at www.sec.gov).

OUTSTANDING SHARE DATA

The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series. As at November 11, 2014, the Company had outstanding 252,101 common shares, 116 series A preference shares, 1,200 series B preference shares, stock options to purchase an aggregate of 15,732 common shares, 8,400 warrants (with each such warrant entitling the holder to purchase one common share of the Company at a price of $6.65 until March 1, 2017), additional warrants (entitling the holders to purchase a total of 13,300 common shares of the Company at a price of Cdn$0.269 per share until August 17, 2017) and 735 broker warrants (with each such broker warrant entitling the holder to purchase one common share of the Company at a price of Cdn$3.25 until February 24, 2015). Reference is also made to the Private Placement completed in February 2014 as referred to under “Liquidity and Capital Resources” above, pursuant to which preferred shares of two subsidiaries of the Company were issued. At the option of the holders of such preferred shares and at any time before the maturity date of such preferred shares of June 1, 2017, the holders are entitled to exchange their preferred shares into 63,000 common shares of the Company at a strike price of $0.5673 per common share.

DISCLOSURE CONTROLS AND PROCEDURES

Management is responsible for establishing and maintaining adequate internal controls over disclosure controls and procedures, as defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators and Rules 13a-15(e) and Rule 15d-15(e) under the United States Exchange Act of 1934, as amended. Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Company’s Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure. As at December 31, 2013 management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as required by Canadian securities laws. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of December 31, 2013, the disclosure controls and procedures were adequately designed and effective in ensuring that information required to be disclosed by the Company it files or submits under Canadian securities laws is recorded, processed, summarized and reported within the time periods specified by those laws and that material information is accumulated and communicated to management of the Company, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal controls have been designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. As at December 31, 2013, the Company’s Chief Executive Officer and Chief Financial Officer evaluated or caused to be evaluated under their supervision the effectiveness of the Company’s internal control over financial reporting. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework of 1992. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of December 31, 2013, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Page 24 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

The Company is required under Canadian securities laws to disclose herein any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting during the six months ended June 30, 2014, that management believes have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

It should be noted that a control system, including the Company’s disclosure controls and procedures system and internal control over financial reporting system, no matter how well conceived, can provide only reasonable, but not absolute, assurance that the objective of the control system will be met and it should not be expected that the Company’s disclosure controls and procedures system and internal control over financial reporting will prevent or detect all reporting deficiencies whether caused by either error or fraud.

Page 25 of 28

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

NON-IFRS MEASURES

Management uses cash cost to monitor financial performance and provide additional information to investors and analysts. Cash cost does not have a standard definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. As cash cost does not have a standardized meaning, it may not be comparable to similar measures provided by other companies. However, the methodology used by the Company to determine cash cost per ounce is based on a standard developed by the Gold Institute, which was an association which included gold mining organizations, amongst others, from around the world.

The Company defines cash cost, as recommended by the Gold Institute standard, as all direct costs that the Company incurs relating to mine production, transport and refinery costs, general and administrative costs, movement in production inventories and ore stockpiles, less depreciation and depletion. Cash cost per ounce is determined on a production basis.

Adjusted cash cost per ounce is determined on a sales basis.

The Company defines all-in sustaining costs as all direct costs that the Company incurs relating to mine production, transport and refinery costs, general and administrative costs, movement in production inventories and ore stockpiles, less depreciation and depletion plus all sustaining capital costs (excluding exploration). All-in sustaining cost per ounce is determined on a production basis.

Adjusted all-in sustaining cost per ounce is determined on a sales basis.

The Company defines gold margin as the difference between the cash cost per ounce disclosed and the average price per ounce of gold sold during the reporting period.

Cash cost		YTD 2014			YTD 2013			Q3 2014			Q3 2013			Q2 2014
		($000's)			($000's)			($000's)			($000's)			($000's)
Mine operating expenses		71,833			68,926			25,192			24,183			22,243
Less: Depletion and depreciation		(19,431	)		(19,270	)		(8,495	)		(6,844	)		(6,545	)
Total cash costs		52,402			49,656			16,697			17,339			15,698
Gold production (oz)		68,739			59,733			27,171			20,784			21,431
Cash cost per ounce ($/oz)		762			831			615			834			732
All-in sustaining cost		YTD 2014			YTD 2013			Q3 2014			Q3 2013			Q2 2014
		($000's)			($000's)			($000's)			($000's)			($000's)
Mine operating expenses		71,833			68,926			25,192			24,183			22,243
Less: Depletion and depreciation		(19,431	)		(19,270	)		(8,495	)		(6,844	)		(6,545	)
Total cash costs		52,402			49,656			16,697			17,339			15,698
Sustaining capital		7,101			16,577			2,262			4,950			3,709
All-in sustaining costs		59,503			66,233			18,959			22,289			19,407
Gold production (oz)		68,739			59,733			27,171			20,784			21,431
All-in sustaining cost per ounce ($/oz)		866			1,109			698			1,072			906
Adjusted cash cost		YTD 2014			YTD 2013			Q3 2014			Q3 2013			Q2 2014
		($000's)			($000's)			($000's)			($000's)			($000's)
Mine operating expenses		71,833			68,926			25,192			24,183			22,243
Less: Depletion and depreciation		(19,431	)		(19,270	)		(8,495	)		(6,844	)		(6,545	)
Total cash costs		52,402			49,656			16,697			17,339			15,698
Gold sold (oz)		71,961			59,118			26,997			20,410			20,537
Adjusted cash cost per ounce ($/oz)		728			840			618			850			764

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

Adjusted all-in sustaining cost		YTD 2014			YTD 2013			Q3 2014			Q3 2013			Q2 2014
		($000's)			($000's)			($000's)			($000's)			($000's)
Mine operating expenses		71,833			68,926			25,192			24,183			22,243
Less: Depletion and depreciation		(19,431)			(19,270)			(8,495)			(6,844)			(6,545)
Total cash costs		52,402			49,656			16,697			17,339			15,698
Sustaining capital		7,101			16,577			2,262			4,950			3,709
All-in sustaining costs		59,503			66,233			18,959			22,289			19,407
Gold sold (oz)		71,961			59,118			26,997			20,410			20,537
Adjusted all-in sustaining cost per ounce ($/oz)		827			1,120			702			1,092			945

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Banro Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS – THIRD QUARTER 2014

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESERVE AND RESOURCE ESTIMATES

This MD&A has been prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Without limiting the foregoing, the Company uses the terms "measured", "indicated" and "inferred" resources. U.S. investors are advised that, while such terms are recognized and required by Canadian securities laws, the U.S. Securities and Exchange Commission (the "SEC") does not recognize them. Under U.S. standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. U.S. investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. Further, "inferred resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assumed that all or any part of the "inferred resources" will ever be upgraded to a higher category. Therefore, U.S. investors are also cautioned not to assume that all or any part of the inferred resources exist, or that they can be mined legally or economically. Disclosure of "contained ounces" is permitted disclosure under Canadian regulations, however, the SEC normally only permits issuers to report mineral deposits that do not constitute "reserves" as in place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources contained in this MD&A, may not be comparable to information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.

National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") is a rule of the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all reserve and resource estimates contained in this MD&A have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System. These standards differ significantly from the requirements of the SEC, and reserve and resource information contained herein may not be comparable to similar information disclosed by U.S. companies. One consequence of these differences is that "reserves" calculated in accordance with Canadian standards may not be "reserves" under the SEC standards.

U.S. investors are urged to consider closely the disclosure in the Company's Form 40-F Annual Report (File No. 001-32399), which may be secured from the Company, or from the SEC's website at http://www.sec.gov

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FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, John Clarke, Chief Executive Officer and President of Banro Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Banro Corporation (the "issuer") for the interim period ended September 30, 2014.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control – Integrated Framework (1992) issued by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A.

5.3 N/A.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2014 and ended on September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 11, 2014.

(signed) "John Clarke"                                 
Name: John Clarke
Title: Chief Executive Officer and President

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FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Kevin Jennings, Chief Financial Officer of Banro Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Banro Corporation (the "issuer") for the interim period ended September 30, 2014.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control – Integrated Framework (1992) issued by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A.

5.3 N/A.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2014 and ended on September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 11, 2014.

(signed) "Kevin Jennings"                       
Name: Kevin Jennings
Title: Chief Financial Officer

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PRESS RELEASE

Banro Announces Q3 2014 Financial Results

Toronto, Canada – November 11, 2014 – Banro Corporation ("Banro" or the "Company") (NYSE MKT - "BAA"; TSX - "BAA") today announced its financial and operating results for the third quarter of 2014.

FINANCIAL HIGHLIGHTS

• Revenue of $33.3 million ($27.1 million in Q3 2013) and a net income of $3.8 million or $0.01 per share (net loss of $3.7 million or $0.01 per share in Q3 2013)
• Gross earnings from operations of $8.1 million, a 174% increase over gross earnings from operations of $3.0 million in Q3 2013

OPERATIONAL HIGHLIGHTS

• Production of 27,171 ounces of gold in Q3 2014 (compared to 20,784 ounces in Q3 2013), an increase of 30.7% over Q3 2013
• Sales of 26,997 ounces of gold at an average price of $1,233 per ounce (20,410 ounces of gold were sold in Q3 2013 at an average gold price of $1,329 per ounce)
• Cash costs at Twangiza decreased 26% to $615 per ounce, down from $834 per ounce in Q3 2013

All dollar amounts in this press release are expressed in thousands of dollars and, unless otherwise specified, in United States dollars.

The table below provides a summary of financial and operating results for the three and nine-month periods ended September 30, 2014 and corresponding periods in 2013 as well as the second quarter of 2014:

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(I) FINANCIAL

		Q3 2014			Q3 2013			Q2 2014			YTD 20141			YTD 20131
Selected Financial Data
Revenues		33,285			27,133			26,534			90,258			84,786
Total mine operating expenses2		(25,192	)		(24,183	)		(22,243	)		(71,833	)		(68,926	)
Gross earnings from operations		8,093			2,950			4,291			18,425			15,860
Net (loss)/income		3,750			(3,671	)		(2,998	)		48			(456	)
Basic net (loss)/earnings per share ($/share)		0.01			(0.01	)		(0.01	)		0.00			(0.00	)
Key Operating Statistics
Average gold price received ($/oz)		1,233			1,329			1,292			1,254			1,434
Gold sales (oz)		26,997			20,410			20,537			71,961			59,118
Gold production (oz)		27,171			20,784			21,431			68,739			59,733
All-in sustaining cost per ounce ($/oz)3		698			1,072			906			866			1,109
Adjusted all-in sustaining cost per ounce ($/oz)4		702			1,092			945			827			1,120
Cash cost per ounce ($/oz)3		615			834			732			762			831
Adjusted cash cost per ounce ($/oz)4		618			850			764			728			840
Gold margin ($/oz)3		618			495			560			492			603
Financial Position
Cash and cash equivalents		2,148			14,827			6,460			2,148			14,827
Gold bullion inventory at market value5		2,335			4,962			2,476			2,335			4,962
Total assets		869,068			783,190			861,162			869,068			783,190
Long term debt		192,079			157,621			160,827			192,079			157,621

(1)	For the nine-month periods ended Sept. 30, 2014 and 2013
(2)	Includes depletion and depreciation.
(3)	All-in sustaining cost per ounce, cash cost per ounce and gold margin are non-IFRS measures. Refer to the non-IFRS measures section of Banro’s Q3 2014 MD&A for additional information. All-in sustaining cost per ounce, cash cost per ounce and gold margin for 2013 have been restated on a production basis as compared to a sales basis in prior periods.
(4)	All-in sustaining cost per ounce and cash cost per ounce have been adjusted to be presented on a sales basis as opposed to the current presentation which is on a production basis
(5)	This represents 1,919 ounces of gold bullion inventory, with a cost of $791, shown at the September 30, 2014 closing market price of $1,217 per ounce of gold.

• Revenues during the three months ended September 30, 2014 were $33,285 a 23% increase compared to the prior year’s quarter of $27,133. During the third quarter of 2014, ounces of gold sold increased by 32% to 26,997 ounces compared to sales of 20,410 ounces during the third quarter of 2013. The average gold price of $1,233 per ounce was obtained for total revenues of $33,285 realized during Q3 2014 (compared to an average price of $1,329 per ounce obtained during the corresponding period in 2013 for total revenues of $27,133).

• Mine operating expenses, including depletion and depreciation, for three months ended September 30, 2014 were $25,192 compared to prior year quarter of $24,183. The slight increase in costs was due to increased milling throughput of 48%, as the operation reached an annualized run rate of approximately 1.6 mtpa or 93% of the 1.7 mtpa design capacity. These costs were partially offset by the lower mining tonnes moved to achieve planned ore production. Production costs for the third quarter of 2014 were $16,697 compared to $17,339 for the third quarter of 2013 as a result of the lower waste tonnes mined due to a decreased strip ratio and lower consumables consumption.

• Gross earnings from operations for the respective three and nine-month periods ended September 30, 2014, were $8,093 and $18,425, compared to $2,950 and $15,860, respectively, for the corresponding periods of 2013. This translated into improved gross margins of 24% for the third quarter of 2014 and 20% for the nine month period in 2014.

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• Cash costs per ounce on a production basis for the third quarter of 2014 were $615 per ounce of gold (compared to $834 per ounce of gold for the third quarter of 2013 and $732 for the second quarter of 2014). Cash costs for Q3 2014 were lower than prior quarters as a result of increased mine and plant productivity as Twangiza progressed forward towards steady state production levels and normalized production costs in line with life of mine expectations.

• All-in sustaining costs declined in the third quarter to $698 per ounce (compared to $1,072 per ounce of gold for the third quarter of 2013 and $906 for the second quarter of 2014) driven by lower cash costs and lower levels of sustaining capital expenditures in the period.

• Adjusted cash costs per ounce and adjusted all-in sustaining costs per ounce for the third quarter of 2014, on a sales basis, were $618 and $702, respectively. Adjusted cash costs per ounce and adjusted all-in sustaining costs per ounce for the nine months of 2014, on a sales basis, were $728 and $827, respectively. All-in sustaining costs per ounce and cash costs per ounce are non-IFRS measures. Refer to the non-IFRS measures section of Banro’s Q3 2014 MD&A for additional information.

(II) OPERATIONAL - TWANGIZA

• The Twangiza and Namoya mines incurred no lost time incidents during the third quarter of 2014. Namoya has had no lost time incidents year-to-date, and at the end of the third quarter, Twangiza had 242 incident free days.

• During the three months ended September 30, 2014, the plant at the Twangiza Mine processed 394,500 tonnes of ore (compared to 266,320 tonnes during the corresponding period in 2013 and 340,654 tonnes in the second quarter of 2014) achieving 93% of design capacity for the quarter. Ore was processed at an indicated head grade of 2.60g/t Au (compared to 2.83 g/t Au during the corresponding period in 2013 and 2.44 in the second quarter of 2014) with a recovery rate of 82.2% (compared to 82.9% during the corresponding period in 2013 and 84.3% in the second quarter of 2014) to produce 27,171 (compared to 20,784 during the corresponding period in 2013 and 21,431 in the second quarter of 2014) ounces of gold.

• The Run-of-Mine (“ROM”) Pad sheltered storage area was completed prior to the commencement of the rainy season, providing 40,000 tonnes of dry material storage to ensure the availability of sufficient tonnes of acceptable moisture content to the processing plant.

• With these ore delivery and throughput achievements, site management’s focus has now moved from the expansion mode to delivering incremental operational efficiencies.

(III) MINE UNDER CONSTRUCTION – NAMOYA

• During the third quarter of 2014, the Namoya Mine produced 4,671 ounces of gold from a total of 150,304 tonnes of ore, stacked and sprayed on the heap leach pads and processed through the CIL circuit, at an indicated head grade of 2.11 g/t Au.

• At the Namoya Mine, management, along with internal expertise and external consultants, evaluated the issues identified during the commissioning process as a result of the quantity of fine material exceeding the design capacity of the plant. The Company has determined that the optimal plan of action is through the acquisition of an agglomeration drum to run the mine as an agglomerated heap leach operation while pursuing options to best utilize the CIL plant to process the fines material.

• The plan for the fourth quarter of 2014 will be to increase the monthly stacking rate to up to 90,000 tonnes per month of available high grade ore and processing higher grade fine material through the CIL plant.

(IV) EXPLORATION

• During the third quarter of 2014, exploration activities continued with low level exploration and ground maintenance activities in the Twangiza Regional (Mufwa), Kamituga, Lugushwa and Namoya projects. Exploration activities mainly involved geological mapping, channel and trench sampling, rock chips sampling, limited orientation IP survey work as well as the analysis of geological results from field work carried out in prior periods.

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(V) CORPORATE DEVELOPMENT

• In August 2014, the Company closed a liquidity backstop facility through the private placement of securities comprising senior secured notes and warrants for gross proceeds of up to $35 million. As of the date of this press release, the Company has drawn the maximum amount available under the facility. A portion of the proceeds from the initial notes issued under the facility were used for the repayment of certain bank loans in the DRC totaling $12.8 million.

• In August 2014, the Company announced the signing of a non-binding Memorandum of Understanding for two gold sale transactions, one for $41 million relating to the Twangiza Mine and the second for $80 million relating to the Namoya Mine.

(VI) SUBSEQUENT EVENT

• In November 2014, the Company announced the signing of the definitive agreement with respect to the $41 million Twangiza Mine gold sale transaction. This transaction is expected to close shortly. The funds will be used for meeting general corporate obligations such as trade payables and to provide the working capital to ramp up the Namoya Mine to full production.

TWANGIZA MINE

During the third quarter of 2014, record mill throughput and resulting production levels were achieved at Twangiza. These operational milestones were a result of the combination of the success of numerous process improvements implemented during the period coupled with favorable processing conditions. The third quarter at Twangiza falls entirely within the normal dry season. Although some rainfall was recorded in each month, it was not significant. Pre-screening and crushing of a portion of the ore fed to the plant has significantly improved the process rate. The benefit of these improvements and the completion of the ROM pad roof are expected to mitigate the adverse impact that the rainfall associated with the wet season has previously had on operating performance.

TWANGIZA MINE		Q3 2014			Q2 2014			Q3 2013			Prior Year
											Change %
Gold sales (oz)		26,997			20,537			20,410			32%
Gold produced (oz)		27,171			21,431			20,784			31%
Material mined (t)		1,027,311			871,849			1,168,875			(12%)
Ore mined (t)1		589,288			485,276			494,535			19%
Waste mined (t)		438,023			386,573			674,340			(35%)
Strip ratio (t:t)2		0.74			0.80			1.36			(45%)
Ore milled (t)1		394,500			340,654			266,320			48%
Head grade (g/t)3		2.60			2.44			2.83			(8%)
Recovery (%)		82.20			84.30			82.90			(1%)
Cash cost per ounce ($US/oz)4		615			732			834			(26%)
Adjusted cash cost per ounce ($US/oz)5		618			764			850			(27%)

(1)	The difference between ore mined and ore milled is, generally, the result of the stockpiling of lower grade ore.
(2)	Strip ratio is calculated as waste mined divided by ore mined.
(3)	Head grade refers to the indicated grade of ore milled.
(4)	Cash cost per ounce is a non-IFRS measure. Refer to the non-IFRS measures section of Banro’s Q3 2014 MD&A for additional information.
(5)	Adjusted cash cost per ounce has been presented on a sales basis as opposed to on a production basis.

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Gross spending and unit costs for Q3 2014 compared to Q2 2014 and Q3 2013 are as follows:

											Cost per
		(In USD									tonne
Mine Operating Costs		thousands)									Milled
																	Q3
		Q3 2014			Q2 2014			Q3 2013			Q3 2014			Q2 2014			2013
Mining Costs		3,430			3,059			3,968			8.7			9.0			14.9
Processing Costs		8,583			8,999			8,522			21.8			26.4			32.0
Overhead		4,506			4,414			4,545			11.4			13.0			17.1
Inventory Adjustments		178			(774	)		304			0.5			(2.3	)		1.1
Total Mine operating cost		16,697			15,698			17,339			42.4			46.1			65.1
Total tonnes milled (tonnes)		394,500			340,654			266,320

Mining

A total of 1,027,311 tonnes of material (Q3 2013 – 1,168,875 tonnes) were mined during the three month period ended September 30, 2014. Total ore mined was 589,288 tonnes (Q3 2013 – 494,535 tonnes). The strip ratio for the third quarter of 2014 fell to 0.74 as compared to 1.36 during the corresponding period in 2013 in accordance with the mine schedule which drove the mining cost per tonne milled from $14.9 to $8.7 per tonne.

Processing & Engineering

For the three month period ended September 30, 2014, the plant at the Twangiza Mine processed 394,500 tonnes of ore (third quarter of 2013 – 266,320 tonnes) reducing the processing cost per tonne milled from $32.0 per tonne to $21.8, a drop of 32%. Throughput in the current period increased to 93% of design capacity with the completion of the plant upgrade project. Improved mill productivity was assisted by dryer weather conditions than the previous year, and dryer material aided by the new sheltered ROM storage area along with improvements in pre-screening and ore crushing circuits. Recoveries during the quarter decreased slightly compared to the same prior year period to an average rate of 82.2% (third quarter of 2013 – 82.9%) driven mainly by lower head grade. With the achievement of design throughput in the current quarter, site management can now focus on incremental operational efficiencies to increase throughput on a consistent basis and improve recoveries. The processing costs were $0.4 million lower compared to the second quarter of 2014 as a result of lower consumption of mill consumables.

Sustaining Capital Activities

All project capital at Twangiza was substantially complete prior to the third quarter of 2014 and the future focus will be on mobile mine equipment and the Tailings Management Facility (“TMF”). For this reason only $2.3 million was incurred during the quarter compared to $5.0 million in the third quarter of 2013.

During the third quarter of 2014 and subsequently up to the date of this press release, the following progress was made in the key areas indicated below with respect to sustaining capital activities at the Twangiza Mine:

• ROM Pad Roofing
  The ROM Pad roofing was completed during the third quarter of 2014, consistent with the expected completion timeline, in order to mitigate the impact of weather conditions during the upcoming wet season.

• TMF
  The Phase 3 lift of the TMF was completed in the third quarter of 2014 and ongoing TMF work continued at levels more consistent with management’s plan.

Cash Cost and All-in sustaining costs

Cash costs per ounce for the third quarter of 2014, on a production basis, were significantly lower than the prior year period primarily due to increased production of 6,387 ounces or 31% over the third quarter of 2013, while gross spending decreased slightly as a result of achieved operational efficiencies. The all-in sustaining costs decreased from $1,072 in Q3 2013 to $698 per ounce in Q3 2014, mainly due to the lower cash costs but also the reduced capital expenditures in the third quarter of 2014 with the completion of the processing plant and mining infrastructure.

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Cost per ounce produced		($US/ounce)									($US/ounce)						Change
											YTD			YTD
		Q3 2014			Q2 2014			Q3 2013			2014			2013			(%)
Mining Costs		126			143			191			162			167			(3%	)
Processing Costs		316			420			410			374			417			(10%	)
Overhead		166			205			218			195			240			(19%	)
Inventory Adjustments		7			(36	)		15			31			7			349%
Total cash costs per ounce		615			732			834			762			831			(8%	)
Total ounces produced (ounces)		27,171			21,431			20,784			68,739			59,733			15%
All-in sustaining costs per ounce		698			906			1,072			866			1,109			(22%	)

NAMOYA - MINE UNDER CONSTRUCTION

Mining continued at the Seketi and Mwendamboko pits during the third quarter of 2014 comprising 375,072 tonnes of material of which 101,402 tonnes were ore. The lower mine production compared to the previous quarter (859,465 tonnes for the second quarter of 2014) was a result of management’s decision to slow down mining in July and August due to a lower achievable feed rate through the wet scrubbing circuit.

As previously reported, during the third quarter of 2014, management worked with internal expertise and external consultants in order to evaluate, assess and determine a remediation plan to address the issues identified during the hot commissioning stage and best utilize the Namoya Mine. The Company has determined that the most appropriate course of action is the addition of a traditional agglomeration drum to the current circuit. Until the agglomeration drum is installed, ore to the heap-leach will continue to be semi-agglomerated on the transport conveyors to the stacker. The heap leach circuit will be the main focus of the operations, allowing for production at Namoya to progress towards life-of-mine levels while continuing to evaluate the most optimal manner to utilize the CIL circuit.

Additions to Mine under Construction during the third quarter of 2014 mainly consisted of work performed in the determination of the optimal remediation plan as well as pre-commercial operating losses due to the mine operating at levels which are below break-even. There were no significant capital amounts spent on project construction or on the acquisition of new property, plant and equipment.

During the third quarter of 2014, the Namoya mine produced 4,671 ounces of gold from a total of 150,304 tonnes of ore, stacked and sprayed on the heap leach pads and processed through the CIL circuit, at an indicated head grade of 2.11 g/t Au, bringing the year-to-date production to 9,175 ounces. The plan for the fourth quarter of 2014 will be to increase the monthly stacking rate to up to 90,000 tonnes per month of available high grade ore and processing higher grade fine material through the CIL plant.

EXPLORATION

Consistent with the Company’s focus on cash flow management during the completion of development at Namoya, exploration work during the third quarter of 2014 was comprised of low level exploration and ground maintenance activities in the Twangiza Regional (Mufwa), Kamituga, Lugushwa and Namoya projects. Low level exploration activities included geological mapping, channel and trench sampling, rock chip sampling and limited orientation induced polarization survey works.

To support the Namoya operations, near term exploration will focus on the following:

• Deliver sufficient drilling to allow mine operations to define a mineable high grade reserve at the Filon B target to incorporate incremental ounce production for 2015;

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• Prepare for the drill program in early 2015 to covert inferred and indicated resources to reserves within the existing open pits;
• Prepare an exploration program for 2015 to delineate resources from beneath current open pits for underground mine production, and;
• Prepare an exploration program for 2015 to delineate resources from identified targets within a 5 kilometres radius of the current operations.

Qualified Person

Daniel K. Bansah, the Company's Head of Projects and Operations and a "qualified person" as such term is defined in National Instrument 43-101, has approved the technical information in this press release.

Q3 2014 Financial Results Conference Call Information

Banro will host a conference call at 11:00AM EST on Wednesday November 12, 2014. Please use the following dial in numbers:

Q3 2014 Financial Results Conference Call Information

Toll Free (North America):	+1-877-291-4570
Toronto Local & International:	+1 647-788-4919

Q3 2014 Financial Results Conference Call REPLAY

Toll Free Replay Call (North America):	+1 800-585-8367	Conf ID: 25596388
Toronto Local & International:	+1 416-621-4642	Conf ID: 25596388

The conference call replay will be available from 2:00PM EST on Wednesday November 12, 2014 until 11:59PM EST on Wednesday November 26, 2014.

For further information regarding this conference call, please contact Banro Investor Relations or visit the Company website, www.banro.com.

Banro Corporation is a Canadian gold mining company focused on production from the Twangiza mine, which began commercial production September 1, 2012, and completion of its second gold mine at Namoya located approximately 200 kilometres southwest of the Twangiza gold mine. The Company’s longer term objectives include the development of two additional major, wholly-owned gold projects, Lugushwa and Kamituga. The four projects, each of which has a mining license, are located along the 210 kilometre long Twangiza-Namoya gold belt in the South Kivu and Maniema provinces of the Democratic Republic of the Congo (the “DRC”). Led by a proven management team with extensive gold and African experience, the initial focus of the Company is on the mining of oxide material, which has a low capital intensity to develop but also attracts a lower technical and financial risk to the Company. All business activities are followed in a socially and environmentally responsible manner.

Cautionary Note to U.S. Investors

The United States Securities and Exchange Commission (the "SEC") permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. Certain terms are used by the Company, such as "Measured", "Indicated", and "Inferred" "Resources", that the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. Investors are urged to consider closely the disclosure in the Company's Form 40-F Registration Statement, File No. 001-32399, which may be secured from the Company, or from the SEC's website at http://www.sec.gov/edgar.shtml.

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Cautionary Note Concerning Mineral Resource and Mineral Reserve Estimates

The Company’s Mineral Resource and Mineral Reserve figures are estimates and no assurances can be given that the indicated levels of gold will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that Mineral Resource and Mineral Reserve estimates are well established, by their nature Mineral Resource and Mineral Reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable.

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. There is no certainty that Mineral Resources can be upgraded to Mineral Reserves through continued exploration.

Due to the uncertainty that may be attached to Inferred Mineral Resources, it cannot be assumed that all or any part of an Inferred Mineral Resource will be upgraded to an Indicated or Measured Mineral Resource as a result of continued exploration. Confidence in the estimate is insufficient to allow meaningful application of the technical and economic parameters to enable an evaluation of economic viability worthy of public disclosure (except in certain limited circumstances). Inferred Mineral Resources are excluded from estimates forming the basis of a feasibility study.

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements. All statements, other than 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 the closing of the Twangiza gold sale transaction, future gold production, costs, cash flow and gold recoveries, Mineral Resource and Mineral Reserve estimates, potential Mineral Resources and Mineral Reserves and the Company’s development and exploration plans and objectives) 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 that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: failure to complete the Twangiza gold sale transaction; uncertainty of estimates of capital and operating costs, production estimates and estimated economic return of the Company’s projects; the possibility that actual circumstances will differ from the estimates and assumptions used in the economic studies of the Company’s projects; failure to establish estimated mineral resources and mineral reserves (the Company’s mineral resource and mineral reserve figures are estimates and no assurance can be given that the intended levels of gold will be produced); fluctuations in gold prices and currency exchange rates; inflation; gold recoveries being less than those indicated by the metallurgical testwork carried out to date (there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in large tests under on-site conditions or during production); uncertainties relating to the availability and costs of financing needed in the future; changes in equity markets; political developments in the DRC; lack of infrastructure; failure to procure or maintain, or delays in procuring or maintaining, permits and approvals; lack of availability at a reasonable cost or at all, of plants, equipment or labour; inability to attract and retain key management and personnel; changes to regulations affecting the Company's activities; the uncertainties involved in interpreting drilling results and other geological data; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 29, 2014 filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

For further information, please visit our website at www.banro.com, or contact:
Naomi Nemeth, Investor Relations,
+1 (416) 366-9189
+1-800-714-7938, Ext. 2802
info@banro.com,
Follow the Company on Twitter @banrocorp

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