BAA Banro Corporation Ordinary Shares (delisted)

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 May, 2015.

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  [X]            Form 40-F  [  ]

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.

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.

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INDEX TO EXHIBITS

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NOTICE OF AMENDMENT

All capitalized terms used but not defined herein have the meanings ascribed thereto in the Note Indenture.

The Company hereby provides notice to you pursuant to Section 9.02(d) of the Note Indenture that the Company, the Guarantors and Equity entered into an amending agreement to the Note Indenture made as of April 6, 2015 (the Note Indenture Amending Agreement). The Company also entered into an amending agreement made as of April 6, 2015 to the Collateral Trust Agreement (together with the Note Indenture Amending Agreement, the Amending Agreements). Pursuant to a consent solicitation by the Company, holders of Notes representing approximately 89% of the outstanding Notes consented to the Amendments (as defined below).

As referred to in the Company’s press releases dated February 27, 2015 and March 12, 2015 and as set out in the consent solicitation statement previously sent to holders of Notes, the Amending Agreements were entered into to effect certain amendments (the Amendments) to the Indenture and the Collateral Trust Agreement in order to secure the gold delivery obligations under the agreements entered into in connection with two gold forward sale transactions relating to the Twangiza mine and a gold streaming transaction relating to the Namoya mine, which provided aggregate gross proceeds to the Company of US$90 million.

Dated: May 22, 2015

BANRO CORPORATION

	200 University Ave., Suite 300
	Toronto, Ontario M5H 4H1
	T 416.361.0930 F 416.361.0470

VIA ELECTRONIC TRANSMISSION

May 26, 2015

TO ALL APPLICABLE EXCHANGES AND COMMISSIONS:

We are pleased to confirm that Notice of Record and Meeting Dates was sent to The Canadian Depository for Securities.

We advise the following with respect to the upcoming Annual and Special Meeting of Security Holders for the subject issuer:

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