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 June, 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.

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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:	June 5, 2015	Kevin Jennings
		Chief Financial Officer

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INDEX TO EXHIBITS

99.1	Management Information Circular
99.2	Notice of Annual and Special Meeting of Shareholders
99.3	Form of Proxy
99.4	Voting Instruction Form
99.5	Financial Statement and MD&A Request Form

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BANRO CORPORATION

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular (the "Circular"), which is dated May 27, 2015, is furnished in connection with the solicitation of proxies by the management of BANRO CORPORATION (the "Corporation" or "Banro") for use at the annual and special meeting of shareholders of the Corporation (the "Meeting") to be held at the time and place and for the purposes set forth in the attached notice of annual and special meeting of shareholders (the "Notice"). It is expected that the solicitation will be by mail primarily, but proxies may also be solicited personally by the management of the Corporation. The cost of such solicitation will be borne by the Corporation.

APPOINTMENT, REVOCATION AND DEPOSIT OF PROXIES

Each person named in the enclosed form of proxy is an officer of the Corporation.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY. SUCH RIGHT MAY BE EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN THE FORM OF PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE THE NAME OF THE DESIRED PERSON OR BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE CORPORATION C/O TMX EQUITY TRANSFER SERVICES, SUITE 300, 200 UNIVERSITY AVENUE, TORONTO, ONTARIO, M5H 4H1, CANADA, AT ANY TIME PRIOR TO 4:00 P.M. (TORONTO TIME) ON THE 23RD DAY OF JUNE, 2015, OR TO THE CHAIRMAN OF THE MEETING ON THE DAY OF THE MEETING OR ANY ADJOURNMENT THEREOF PRIOR TO THE TIME FOR VOTING. THE TIME LIMIT FOR THE DEPOSIT OF PROXIES MAY BE WAIVED OR EXTENDED BY THE CHAIRMAN OF THE MEETING AT HIS OR HER DISCRETION WITHOUT NOTICE.

A shareholder forwarding the enclosed form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The shares represented by the proxy submitted by a shareholder will be voted in accordance with the directions, if any, given in the proxy.

A shareholder who has given a proxy may revoke it at any time in so far as it has not been exercised. A proxy may be revoked, as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy, by instrument in writing executed by the shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized, and deposited at the registered office of the Corporation at any time prior to 4:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting (excluding Saturdays, Sundays and holidays), or any adjournment thereof, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, and upon either of such deposits the proxy is revoked. A proxy may also be revoked in any other manner permitted by law. The Corporation's registered office is located at Suite 7070, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1E3, Canada.

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MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES

The persons named in the enclosed form of proxy will vote or withhold from voting the common shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction, such common shares will be voted FOR each of the matters identified in the Notice and described in this Circular.

The enclosed form of proxy confers discretionary authority in respect of amendments and variations to matters identified in the Notice or other matters that may properly come before the Meeting or any adjournment or postponement thereof, whether or not the amendment or other matter that comes before the Meeting is or is not routine and whether or not the amendment or other matter that comes before the Meeting is contested.

VOTING BY REGISTERED SHAREHOLDERS

Only shareholders whose names appear on the records of the Corporation as the registered holders of shares or their duly appointed proxyholders are permitted to vote at the Meeting. All holders of common shares of the Corporation of record at the close of business on May 19, 2015 will be entitled either to attend and vote at the Meeting in person the shares held by them or, provided a completed and executed proxy shall have been delivered to the Corporation, to attend and vote thereat by proxy the shares held by them. Registered shareholders can execute their proxies by:

By completing and returning their form of proxy to:

	•	TMX Equity Transfer Services
		Attention: Proxy Department
		200 University Avenue, Suite 300
		Toronto, Ontario,
		M5H 4H1, Canada

		By sending their completed form of proxy by fax to 416-595-9593
		In person at the Meeting
		Internet voting at www.voteproxyonline.com (enter your 12-digit control number)

VOTING BY NON-REGISTERED SHAREHOLDERS

Only shareholders whose names appear on the records of the Corporation as the registered holders of shares or their duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are "non-registered" shareholders because the shares they own are not registered in their names but instead are registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or clearing agency such as The Canadian Depository for Securities Limited. If you purchased your shares through a broker, you are likely an unregistered shareholder.

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In accordance with Canadian securities legislation, the Meeting materials are being sent to both registered and non-registered shareholders. In the case of non-registered shareholders, Meeting materials have either (a) been sent by the Corporation (or its agent) directly to non-registered shareholders (such non-registered shareholders are referred to under applicable securities legislation as "non-objecting beneficial owners"), or (b) been sent by the Corporation (or its agent) to intermediaries holding on behalf of non-registered shareholders for distribution to such non-registered shareholders. If you are a non-registered shareholder and the Corporation (or its agent) has sent the Meeting materials directly to you (which materials should include the Corporation's voting instruction form (the "Corporation's VIF")), your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the next paragraph.

If you received the Meeting materials directly from the Corporation (or its agent) and you wish to vote by proxy at the Meeting, please complete the Corporation's VIF and return it to TMX Equity Transfer Services (the Corporation's transfer agent) by regular mail in the return envelope provided or by fax at (416) 595-9593. If you received the Meeting materials directly from the Corporation (or its agent) and you wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the blank space provided on the Corporation's VIF (and striking out the names of the persons designated in such form) and return the Corporation's VIF to TMX Equity Transfer Services by regular mail in the return envelope provided or by fax at (416) 595-9593 (do not complete the voting section of the form as your vote will be taken at the Meeting).

Intermediaries receiving Meeting materials from the Corporation are required to forward the materials to non-registered shareholders to seek their voting instructions in advance of the Meeting. The intermediaries often have their own form of proxy and mailing procedures and provide their own return instructions. If you received the Meeting materials from an intermediary and you wish to vote by proxy at the Meeting, you should carefully follow the instructions from the intermediary in order that your shares are voted at the Meeting. Your shares can only be voted in accordance with your instructions. If you wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the blank space provided on the proxy form provided by the intermediary (and striking out the names of the persons designated in such form) and return the form to the intermediary in the envelope provided (do not complete the voting section of the form as your vote will be taken at the Meeting).

The Corporation is not relying on the notice-and-access provisions of securities laws for delivery to either registered or non-registered shareholders. The Corporation has elected to pay for the delivery of the Meeting materials to objecting non-registered shareholders by intermediaries.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As of the date of this Circular, an aggregate of 252,150,672 common shares of the Corporation were issued and outstanding. Each common share entitles the holder thereof to one vote on all matters to be considered and acted upon at the Meeting or any adjournment thereof.

All holders of common shares of the Corporation of record at the close of business on May 19, 2015 will be entitled either to attend and vote at the Meeting in person the shares held by them or, provided a completed and executed proxy shall have been delivered to the Corporation as described above, to attend and vote thereat by proxy the shares held by them.

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As of the date of this Circular, to the knowledge of the directors and executive officers of the Corporation, no person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of the outstanding common shares of the Corporation, other than as set out below.

Based on public filings, the Corporation believes that affiliates of BlackRock, Inc. (the "BlackRock Group") control or have investment discretion over, in the aggregate, more than 10% of the outstanding common shares of the Corporation. The Corporation does not know the number of common shares of the Corporation which the BlackRock Group controls or has investment discretion over as at the date of this Circular. The most recent public filing of which the Corporation is aware indicates that the BlackRock Group controls or has investment discretion over 26,567,276 (or 10.54%) of the outstanding common shares of the Corporation. See also the disclosure in this Circular under "Interest of Informed Persons in Material Transactions".

CURRENCY

As the Corporation's financial statements are prepared in United States dollars, all dollar amounts referred to in this Circular are expressed in United States dollars unless otherwise indicated. References to "$" or "US$" are to United States dollars and references to "Cdn$" are to Canadian dollars.

ELECTION OF DIRECTORS

The number of directors on the board of directors of the Corporation must consist of not more than twenty (20) directors and not less than three (3) directors to be elected annually. The number of directors to be elected at the Meeting is six (6). The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the Meeting as management's nominees. Shareholders can vote for all of the proposed nominees, vote for some of the proposed nominees and withhold for others, or withhold for all of the proposed nominees. Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the election of each of these nominees. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion. Each director elected will hold office until the close of the first annual meeting of shareholders of the Corporation following his election unless his office is earlier vacated in accordance with the by-laws of the Corporation.

The following table and the notes thereto set out the name and municipality of residence of each person proposed to be nominated for election as a director, his current position and office with the Corporation, his present principal occupation(s) or employment, the date on which he was first elected or appointed a director of the Corporation, and the approximate number of common shares of the Corporation beneficially owned, or controlled or directed, directly or indirectly, as at the date of this Circular:

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			Shares of the
			Corporation
Name, Current			Beneficially
Position(s) with			Owned,
the Corporation and		Director	Controlled or
Municipality of Residence	Present Principal Occupation(s) (1)	Since	Directed (2)
Richard W. Brissenden	Executive Chairman of the Board of the Corporation.	December 11, 2013	Nil
Executive Chairman of the
Board and a director
Toronto, Ontario, Canada
John A. Clarke (5)	Chief Executive Officer and President of the Corporation.	February 3, 2004	488,000
Chief Executive Officer and
President, and a director
Cardiff, United Kingdom
Maurice J. Colson (3) (4)	Self-employed business consultant	June 28, 2013	Nil
Lead Independent Director	(actively involved in providing strategic
Toronto, Ontario, Canada	counsel and assistance with financing to
	emerging private and public companies in
	Canada and to Canadian companies
	operating in China, Africa, and South
	America).
Peter N. Cowley (3) (4) (5)	Retired gold mining company executive	January 13, 2004	Nil
Director	(after 45 years’ experience in the minerals
Cobham, Surrey,	industry). Currently provides consulting
United Kingdom	services to gold companies.
Mick C. Oliver (4)	Managing Director of Natural Resources	May 20, 2015	Nil
Director	Global Capital Partners (an independent
Datchet, United Kingdom	advisory business offering financial and
	technical advice to the global natural
	resource sector).
Derrick H. Weyrauch (3)	Chief Financial Officer of Jaguar Mining	December 11, 2013	Nil
Director	Inc. (a gold production company).
Stouffville, Ontario, Canada

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(1)	Applicable securities law requires that the Corporation also disclose the principal occupations of each proposed director during the last five years, unless the proposed director is now a director and was elected to his present term of office by a vote of shareholders at a meeting, the notice of which was accompanied by an information circular. Based on these requirements, the principal occupations during the last five years of Mr. Oliver must be disclosed. Mr. Oliver’s principal occupations during the last five years are as follows: Managing Director of Natural Resources Global Capital Partners from January 2015 to present; prior to September 2014, Managing Director, Global Mining Group of CIBC World Markets Inc. (an investment bank).
(2)	The information as to shares beneficially owned, or controlled or directed, directly or indirectly, not being within the knowledge of the Corporation, has been furnished by the respective proposed directors individually.
(3)	Member of the audit committee of the board of directors of the Corporation (the "Audit Committee").

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(4)	Member of the compensation and nominating committee of the board of directors of the Corporation (the "Compensation Committee").
(5)	Member of the health, safety, environment and technical committee of the board of directors of the Corporation (the "Technical Committee").

Majority Voting Policy for Elections of Directors

Under the Canada Business Corporations Act (the Corporation's governing corporate legislation), director elections are based on the plurality system, where shareholders vote “for” or “withhold” their votes for a director. Votes withheld are not counted, with the result that, technically, a director could be elected to the board with just one vote in favour. The board of directors of the Corporation (the "Board") believes that each of its members should have the confidence and support of the shareholders of the Corporation. On May 31, 2013, the directors unanimously adopted a majority voting policy (the "Majority Voting Policy"), a copy of the current version of which is attached as Schedule "A" to this Circular. Each of management’s nominees for election to the Board at the Meeting has agreed, and all future nominees will be required to agree, to abide by it. The Majority Voting Policy states that if in an uncontested election a director nominee has more votes withheld than are voted in favour of him or her, the nominee will be considered by the Board not to have received the support of the shareholders, even though duly elected as a matter of corporate law. Such a nominee will be required forthwith to submit his or her resignation to the Board, effective upon acceptance by the Board. The Board will refer the resignation to the Compensation Committee for consideration and a recommendation. Except in special circumstances that would warrant the continued service of the director on the Board, the Compensation Committee will be expected to recommend that the Board accept the resignation. Within 90 days after the meeting, the Board will make its decision and announce it by press release.

Advance Notice By-Law

The Corporation adopted in 2013 by-law no. 4 containing advance notice requirements. These requirements set forth procedures for any shareholder who intends to nominate any person for election as a director of Banro other than pursuant to shareholder rights instilled within the Corporation's governing statute or via shareholder proposal. The requirements stipulate a deadline by which shareholders must notify the Corporation of their intention to nominate directors and also set out the information that shareholders must provide regarding each director nominee and the nominating shareholder in order for the advance notice requirement to be met. These requirements are intended to provide all shareholders with the opportunity to evaluate and review the proposed candidates and vote on an informed and timely manner regarding said nominees. As of the date of this Circular, the Corporation has not received any nominations via the advance notice mechanism.

Audit Committee Information

Reference is made to the following sections of the Corporation’s annual report on Form 20-F dated April 6, 2015 (the "Annual Report") for additional disclosure relating to the Audit Committee required to be included in the Annual Report by National Instrument 52-110 - Audit Committees: the information relating to Messrs. Colson, Cowley and Weyrauch on pages 63-64 of the Annual Report; the paragraph under "Audit Committee" on page 72 of the Annual Report; and item 16.C. of the Annual Report. A copy of the Annual Report can be obtained from SEDAR at www.sedar.com.

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Cease Trade Orders

Except as described below, none of the proposed directors of the Corporation as set forth in the above table is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(a)	was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while such proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b)	was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after such proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while such proposed director was acting in the capacity as director, chief executive officer or chief financial officer.

As a result of not filing its audited financial statements for the year ended December 31, 2004 by the filing deadline, Mediterranean Resources Ltd. (which was then named Mediterranean Minerals Corp.) ("Mediterranean") was made subject to an issuer cease trade order issued by the British Columbia, Alberta and Ontario Securities Commissions which was revoked on August 17, 2005 (following the filing of the required records). Dr. John A. Clarke (a director of the Corporation) is no longer a director of Mediterranean but was a director of Mediterranean during the time the said cease trade order was in effect.

Mr. Richard W. Brissenden (a director of the Corporation) was, until April 2014, a director of Regal Consolidated Ventures Limited, which is currently subject to a cease trade order issued on June 12, 2001, by the British Columbia, Alberta and Ontario Securities Commissions, for failure to file audited financial statements for the year ended December 31, 2000 and interim financial statements for the three month period ended March 31, 2001.

Corporate Bankruptcies/Insolvencies

Except as described below, no proposed director of the Corporation as set forth in the above table (or any personal holding company of such proposed director), is, as of the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while such proposed director was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

In June 2013, Mr. Derrick H. Weyrauch (a director of the Corporation) was elected to the board of directors of Jaguar Mining Inc. ("Jaguar"). As part of a corporate turnaround and restructuring process, Jaguar declared insolvency and commenced a voluntary proceeding under the Companies’ Creditors Arrangement Act (Canada) (the "CCAA") on December 23, 2013 in the Ontario Superior Court of Justice. This proceeding was commenced to implement a debt restructuring and financing transaction ("CCAA Plan") that was negotiated prior to the commencement of the CCAA proceeding. On April 22, 2014, Jaguar implemented the CCAA Plan and emerged from court protection under the CCAA. On May 2, 2014, the shares of Jaguar began trading on the TSX Venture Exchange. Following the voluntary proceeding under the CCAA, the Toronto Stock Exchange advised that it is reviewing the common shares of Jaguar with respect to meeting the requirements for continued listing pursuant to the Expedited Review Process. The common shares were subsequently suspended from trading on the Toronto Stock Exchange. In 2013, NYSE Regulation reached a decision to delist Jaguar’s common shares in view of the fact that Jaguar’s common shares had fallen below the NYSE's continued listing standard for an average closing price of less than US$1.00 over a consecutive 30 trading day period. As a result, on June 3, 2013, NYSE Regulations, Inc. ("NYSE Regulation") commenced proceedings to delist the common shares of Jaguar from the New York Stock Exchange ("NYSE") and trading in Jaguar’s common shares was suspended prior to the opening on Friday, June 7, 2013.

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No proposed director of the Corporation as set forth in the above table (or any personal holding company of such proposed director), has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such proposed director.

Penalties or Sanctions

No proposed director of the Corporation as set forth in the above table (or any personal holding company of such proposed director), has been subject to:

(a)	any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b)	any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

APPOINTMENT OF AUDITORS

Deloitte LLP, Chartered Professional Accountants, Chartered Accountants and Licensed Public Accountants, are the current auditors of the Corporation and were first appointed auditors of the Corporation effective April 27, 2009. Shareholders of the Corporation will be asked at the Meeting to reappoint Deloitte LLP as the Corporation's auditors, to hold office until the close of the next annual meeting of shareholders of the Corporation at such remuneration as may be approved by the directors of the Corporation. The resolution shareholders will be asked to approve with respect to such reappointment must be passed by a majority of the votes cast by shareholders at the Meeting in respect of this resolution. Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the said reappointment of Deloitte LLP.

AMENDMENTS TO STOCK OPTION PLAN AND
REAPPROVAL OF STOCK OPTION PLAN

The Corporation has a stock option plan (the "Option Plan") for the benefit of directors, officers, employees and consultants of the Corporation or any subsidiary of the Corporation. The Board believes that stock options provide an effective tool for the Corporation to enable the Corporation to attract and retain key personnel in the face of competition from much larger companies, without having to sharply increase salary levels.

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In January 2005, the Toronto Stock Exchange (the "TSX") amended its security-based compensation rules (the "TSX Rules") to permit issuers listed on the TSX to adopt "rolling" stock option plans pursuant to which a fixed percentage of the outstanding shares of the issuer could be reserved for issuance upon the exercise of stock options granted under the plan, rather than having a fixed maximum number of shares reserved for this purpose.

In 2009, on the recommendation of the Compensation Committee, the Board approved an amendment to the Option Plan to make the Option Plan a "rolling" stock option plan rather than a fixed number stock option plan.

The Board, on the recommendation of the Compensation Committee, has made further amendments (the "Amendments") to the Option Plan, as follows:

Amendment #1

The Board has amended section 22 of the Option Plan to add the following as a new paragraph in section 22:

Grant date value of Stock Options granted to any one non-employee director of the Corporation shall not exceed a total of Cdn$100,000 per year.

Amendment #2

The Board has also amended the last paragraph of section 16 of the Option Plan, so that it now reads as follows:

For certainty, it is confirmed that any amendment to this Plan or to Stock Options which does not relate to items (a) to (f) above, shall require approval of the Corporation’s shareholders. Without limiting the generality of the foregoing, any amendment to this Plan or to Stock Options which relates to the following shall require approval of the Corporation’s shareholders:

	(i)	an amendment to section 2 of this Plan to increase the percentage figure set out therein;
	(ii)	reducing the Exercise Price of a Stock Option held by an Eligible Optionee;
	(iii)	any cancellation and reissue of Stock Options or other entitlements unless permitted under the rules of the TSX;
	(iv)	extending the Term of any Stock Options held by an Eligible Optionee;
	(v)	any amendment which would permit Stock Options granted under this Plan to be transferable or assignable other than for normal estate settlement purposes;
	(vi)	amendments that increase limits previously imposed on non-employee director participation as set out in section 22 of this Plan;
	(vii)	adding to the categories of persons eligible to participate in this Plan; or
	(viii)	any amendment to section 16 of this Plan so as to increase the ability of the Board to amend this Plan without shareholder approval.

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A copy of the Option Plan as amended by the Amendments is attached to this Circular as Schedule "B". As well, the terms of the Option Plan as amended by the Amendments are summarized in this Circular under "Terms of Stock Option Plan". As required by the rules of the TSX and the terms of the Option Plan, shareholders will be asked at the Meeting to approve the Amendments (see "Shareholder Resolution" below).

Also, the TSX Rules require that all unallocated options, rights or other entitlements under a "rolling" stock option plan such as the Option Plan must be approved by a majority of the issuer’s directors and by shareholders every three years after institution. Shareholders of the Corporation most recently approved all unallocated stock options under the Option Plan at the annual and special meeting of shareholders held on June 29, 2012. In light of the TSX Rules, the directors of the Corporation have unanimously reapproved the Option Plan as amended by the Amendments and all unallocated stock options thereunder, and shareholders of the Corporation will be asked at the Meeting to do the same. Whether or not the resolution is approved at the Meeting, all stock options currently outstanding under the Option Plan will remain in effect in accordance with their terms. If the resolution is not approved at the Meeting, any currently unallocated stock options under the Option Plan will no longer be available for grant.

Shareholder Resolution

Shareholders of the Corporation will be asked at the Meeting to consider and, if thought advisable, to approve by means of an ordinary resolution (a) the Amendments and the Option Plan as amended by such Amendments, and (b) all unallocated stock options under the Option Plan. The resolution shareholders will be asked to approve is as follows:

WHEREAS the board of directors of the Corporation has amended section 16 and section 22 of the Corporation's stock option plan (the "Amendments");

AND WHEREAS the Amendments are described in the Corporation's management information circular dated May 27, 2015 (the "Circular") under the heading "Amendments to Stock Option Plan and Reapproval of Stock Option";

AND WHEREAS a copy of the Corporation's stock option plan as amended by the Amendments is attached as Schedule "B" to the Circular;

AND WHEREAS the rules of the Toronto Stock Exchange require that all unallocated options, rights or other entitlements under a "rolling" stock option plan such as the Corporation's stock option plan must be approved by shareholders every three years after institution;

AND WHEREAS it has been three years since the Corporation's stock option plan was last approved by the Corporation’s shareholders;

NOW THEREFORE BE IT RESOLVED THAT:

1.	the Amendments be and are hereby approved, and the Corporation's stock option plan as amended by the Amendments (the "Amended Option Plan") be and is hereby approved;
2.	all unallocated stock options under the Amended Option Plan be and are hereby approved, and the Corporation shall have the ability to continue granting stock options under the Amended Option Plan until June 25, 2018, being the date that is three years from the date of the shareholders’ meeting at which shareholders were asked to approve this resolution; and

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3.	any one director or officer of the Corporation be and is hereby authorized and directed to execute and deliver on behalf of the Corporation all such documents and instruments and to do all such other acts and things as in his opinion may be necessary or desirable in connection with the foregoing.

To be approved, the above resolution must be passed by a majority of the votes cast by shareholders at the Meeting in respect of this resolution. Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the resolution.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis ("CD&A") is to provide information about the Corporation's executive compensation philosophy, objectives, and processes and to discuss compensation decisions relating to the Corporation's senior officers, being the six identified named executive officers (the "NEOs"), in 2014. The NEOs who are the focus of the CD&A and who appear in the compensation tables of this Circular are: John A. Clarke, President and Chief Executive Officer of the Corporation (the "CEO"); Donat K. Madilo, Chief Financial Officer of the Corporation (the "CFO") until September 1, 2014 and thereafter Senior Vice President, Commercial and DRC Affairs; Kevin Jennings, Senior Vice President and CFO from September 1, 2014; Arnold T. Kondrat, Executive Vice President of the Corporation; Geoffrey G. Farr, Vice President, General Counsel and Corporate Secretary of the Corporation; and Daniel K. Bansah, Head of Projects and Operations for the Corporation.

The Corporation is a gold exploration, development and production company, which commenced commercial gold production at its first mine (at Twangiza) in September 2012 and is planning to achieve commercial gold production at its second gold mine (at Namoya) in the third quarter of 2015. Given the current stage in the Corporation’s development, together with current market conditions for the gold industry, the Corporation has had to operate with limited financial resources and control costs to ensure that funds are available to complete scheduled projects, programs and activities. As a result, providing long-term incentives through the granting of stock options has been an important component of the Corporation’s executive compensation program. This is consistent with the objective of preserving cash and also reflects the Corporation's belief that incentive stock options offer an effective mechanism for incentivizing management and aligning the interests of the Corporation's executive officers with those of the Corporation's shareholders.

Compensation Governance

In order to assist the Board in fulfilling its oversight responsibilities with respect to human resources policies and executive compensation, the Board has established the Compensation Committee. The members of the Compensation Committee are as follows: Maurice J. Colson (who is the Chairman of the Compensation Committee), Peter N. Cowley and Mick C. Oliver. Each of the said Compensation Committee members is independent within the meaning of section 1.4 of National Instrument 52-110. The following is a brief summary of the experience of each of the Compensation Committee members relevant to his responsibilities in executive compensation.

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Maurice J. Colson - Mr. Colson has worked in the investment industry for more than 36 years and was for many years managing director for a major Canadian investment dealer in the United Kingdom. He is actively involved in providing strategic counsel and assistance with financing to emerging private and public companies in Canada and to Canadian companies operating in China, Africa and South America. He is a director, and a member of the audit committee, of several Toronto Stock Exchange and TSX Venture Exchange listed companies, and is the former President and Chief Executive Officer of the TSX Venture-listed company, Lithium One Resources. Mr. Colson holds a Masters of Business Administration degree from McGill University in Montreal.

Peter N. Cowley – Mr. Cowley is a geologist with 45 years international experience in the minerals industry, mainly in Africa. From June 2004 until September 2007, Mr. Cowley was Chief Executive Officer of Banro and from June 2004 until March 2008 he was President of Banro. He was Chief Executive Officer and President of Loncor Resources Inc. (a gold exploration company listed on the Toronto Stock Exchange) from October 2009 to February 2015. Mr. Cowley has a B.Sc. (Honours) degree in Geology from Bedford College (University of London), a M.Sc. in Mineral Exploration from the Royal School of Mines and a M.B.A. from the Strathclyde Business School. Mr. Cowley is also a Fellow of the Institute of Materials, Minerals and Mining. From 1989 to 1996, Mr. Cowley was Technical Director of Cluff Resources and during this period was directly responsible for the discovery and development of the Ayanfuri mine in Ghana and the Geita mine in Tanzania. In 1996, with the acquisition of Cluff Resources PLC by Ashanti Goldfields Company Limited, Mr. Cowley was appointed Managing Director of Ashanti Exploration, where he managed the exploration activities of Ashanti Goldfields Company Limited throughout Africa. He was Managing Director of Ashanti Exploration until the end of May 2004 when he joined Banro. Mr. Cowley is currently a director of Amara Mining plc and Cluff Natural Resources plc.

Mick C. Oliver - Mr. Oliver has 38 years’ experience in the mining sector. From 1996 to 2014, he held senior positions with CIBC World Markets Inc., becoming in 2011 Managing Director (Head of Mining Team) in the global mining investment banking group. Prior to this, he worked for 10 years with HSBC covering natural resources, where, from 1990 to 1996, he was Partner, Corporate Finance. Mr. Oliver is currently Managing Director of Natural Resources Global Capital Partners, an independent advisory business offering financial and technical advice to the global natural resource sector. Mr. Oliver began his career as a mining engineer, with eight years of managerial experience in precious and base metals in Zambia and South Africa. He graduated from Nottingham University in 1976 with a joint mining/geology degree and from the University of the Witswatersrand, South Africa in 1985 with an MBA.

The significant industry experience of each of the Compensation Committee members provides them with a suitable perspective to make decisions on the appropriateness of the Corporation’s compensation policies and practices. All members of the Compensation Committee have been determined to be "financially literate" within the meaning of National Instrument 52-110, and are knowledgeable about the Corporation's compensation program.

Under its written charter, the Compensation Committee's responsibilities are set as follows: (a) review and recommend for approval to the Board the Corporation's key human resources policies; (b) review and recommend for approval to the Board the compensation and benefits policy and plans (including incentive compensation plans) for the Corporation; (c) review and recommend to the Board the employment agreements of the executive officers of the Corporation; (d) together with the Chairman of the Board, evaluate annually the performance of the CEO and recommend to the Board his annual compensation package and performance objectives; (e) together with the Chairman of the Board, review annually and recommend to the Board the annual compensation package and performance objectives of the other executive officers of the Corporation; (f) review annually and recommend to the Board the annual salaries (or percentage change in salaries) for non-executive staff of the Corporation; (g) review annually and recommend to the Board the adequacy and form of the compensation of the directors of the Corporation and be satisfied the compensation realistically reflects the responsibilities and risk involved in being such a director; (h) review annually and recommend for approval to the Board the executive compensation disclosure of the Corporation in its information circular, and be satisfied that the overall compensation philosophy and policy for senior officers is adequately disclosed and describes in sufficient detail the rationale for salary levels, incentive payments, share options and all other components of executive compensation as prescribed by applicable securities laws; (i) determine grants of options to purchase shares of the Corporation under the Option Plan and recommend same to the Board for approval; (j) engage, at the expense of the Corporation, any external professional or other advisors which it determines necessary in order to carry out its duties; and (k) perform any other activities consistent with this mandate as the Compensation Committee or the Board deems necessary or appropriate.

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No formal policies or practices have been adopted by the Board or the Compensation Committee to determine the compensation for the Corporation’s directors or executive officers. A compensation consultant or advisor has not, at any time since the Corporation’s most recently completed financial year, been retained to assist the Board or the Compensation Committee in determining compensation for any of the Corporation’s directors or executive officers.

Compensation Process

Determinations with respect to the compensation of the Corporation's senior officers (including decisions regarding bonuses) are made by the Board based on the recommendation of the Compensation Committee. The Compensation Committee relies on the knowledge and experience of the members of the Compensation Committee, as well as on recommendations of the CEO, in making recommendations to the Board regarding senior officer compensation. Neither the Corporation nor the Compensation Committee currently has any contractual arrangement with any executive compensation consultant who has a role in determining or recommending the amount or form of senior officer or director compensation.

When making recommendations to the Board regarding senior officer compensation, the Compensation Committee evaluates the officer's performance, including reviewing the Corporation's performance as against its business plans and the officer's achievements during the fiscal year. The criteria upon which these recommendations are based has, to date, tended to be subjective and has reflected the Compensation Committee's views as to the nature and value of the contributions made by the executive officers to the achievement of the Corporation's corporate plans and objectives. The Compensation Committee uses all data available to it to ensure that the Corporation is maintaining a level of compensation that is both commensurate with the size of the Corporation and sufficient to retain personnel it considers essential to the success of the Corporation. In reviewing comparative data, the Compensation Committee does not engage in benchmarking for the purpose of establishing compensation levels relative to any predetermined level. In the Compensation Committee's view, external data provides insight into external competitiveness, but it is not an appropriate single basis for establishing compensation levels. External data is considered, along with an assessment of individual performance and experience, the Corporation's business strategy, best practices/trends in human resources, and general economic considerations.

In recommending the NEOs' compensation packages, the Compensation Committee reviews the various elements of the NEOs' compensation in the context of the total compensation package (including salary, bonuses and prior awards under the Option Plan).

Stock options are granted by the Board under the Option Plan to senior officers upon their commencement of service. Additional grants are also made periodically under the Option Plan to senior officers (a) to recognize exemplary performance (including in connection with a promotion within the Corporation) or a special contribution, or (b) to provide additional long term incentives. The Board determines the particulars with respect to stock option grants. The exercise price of each stock option granted under the Option Plan is set at or above the closing price of the Common Shares on the TSX on the day preceding the grant. See "Compensation Program - Compensation Program Design – Compensation Mix - Stock Options" below for additional information regarding the process in respect of stock option grants to NEOs.

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Compensation Program

Principles/Objectives of the Compensation Program

The primary goal of the Corporation's executive compensation program is to ensure that the compensation provided to the Corporation's senior officers is determined with regard to the Corporation's business strategy and objectives, such that the financial interests of the senior officers are matched with the financial interests of the shareholders. The executive compensation program is designed to attract, motivate and retain top quality individuals at the executive level. Having regard to these objectives of attracting, motivating and retaining, the program takes into account the location of the Corporation's operations in the Democratic Republic of the Congo and the lack of infrastructure and political, military and social instability relating to this location. The Corporation strives to ensure that the Corporation's senior officers are compensated fairly and commensurately with their contributions to furthering the Corporation's strategic direction and objectives.

Compensation Program Design

Compensation Risk Management

The Compensation Committee evaluates the risks, if any, associated with the Corporation’s compensation policies and practices. Implicit in the Board’s mandate is that the Corporation’s policies and practices respecting compensation, including those applicable to the Corporation’s NEOs, be designed in a manner which is in the best interests of the Corporation and its shareholders. Risk evaluation is one of the considerations for this review.

A portion of the Corporation’s executive compensation consists of stock options granted under the Option Plan. Such compensation is both "long term" and "at risk" and, accordingly, is directly linked to the achievement of long term value creation. Since the benefits of such compensation, if any, are generally not realized by the NEO until a significant period of time has passed, the possibility of NEOs taking inappropriate or excessive risks with regard to their compensation that are financially beneficial to them at the expense of the Corporation and its shareholders is extremely limited.

The other two main elements of compensation, salary and bonus, are capped to ensure preservation of capital and to provide upper payout boundaries, thereby reducing risks associated with unexpectedly high levels of pay. In addition, the Compensation Committee believes it is unlikely that NEOs would take inappropriate or excessive risks at the expense of the Corporation and its shareholders that would be beneficial to them with regard to their short term compensation when their longer term compensation might be put at risk from their actions.

The Corporation’s compensation programs also allow for discretionary assessment of performance by the Compensation Committee to ensure that pay aligns with both perceived and actual performance. In addition, all major transactions require approval by the Board.

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Due to the size of the Corporation, and the current level of the Corporation’s activity, the Compensation Committee is able to closely monitor and consider any risks which may be associated with the Corporation’s compensation policies and practices. Risks, if any, may be identified and mitigated through regular Board meetings during which financial and other information of the Corporation are reviewed, and which includes executive compensation. No risks have been identified arising from the Corporation’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Corporation.

The Corporation has a policy prohibiting directors and officers of the Corporation from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the director or officer.

Compensation Mix

The total compensation mix was designed on the basis of the Corporation's compensation objectives. Standard compensation arrangements for the Corporation's senior officers are composed of the following elements, which are linked to the Corporation's compensation and corporate objectives as follows:

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(1)

A senior officer is entitled to receive the retention allowance (the "Retention Allowance") on termination of his employment with the Corporation, provided the officer has been with the Corporation for a minimum of two years and provided that termination is not due to misconduct (in the case of misconduct, the Retention Allowance is forfeited). The amount of the Retention Allowance is equal to the officer's monthly base salary multiplied by the number of years the officer was with the Corporation (up to a maximum of 10 years), with any partial year being recognized on a pro rata basis.

Base Salary

The Corporation provides senior officers with base salaries which represent their minimum compensation for services rendered during the fiscal year. NEOs' base salaries depend on the scope of their experience, responsibilities, leadership skills, performance, length of service, general industry trends and practices, the Corporation's existing financial resources and the potential long term compensation provided by stock options as discussed below. A description of material terms of NEOs' employment contracts is provided below under "Executive Compensation: Tables and Narrative - Termination and Change of Control Benefits". In addition to the above factors, decisions regarding any salary increases are impacted by each NEOs current salary.

Bonuses

Annual cash incentive awards are designed to focus executive attention on key strategic and operational measures and align compensation with corporate performance. Subject to the Corporation’s financial situation, the Corporation has had an annual bonus program (the "Bonus Plan") to be competitive from a total remuneration standpoint and to recognize outstanding annual performance. Annual bonus, if earned, is generally paid in cash in December of each year for the prior year's performance. Bonuses may also be awarded to senior officers during the year (i.e. outside of the Bonus Plan) to recognize exemplary performance or a special contribution.

Senior officers are generally eligible to receive a discretionary annual bonus in an amount up to a specified percentage of such officer's base salary. However, the annual bonus paid to a senior officer may increase for specific accomplishments. The actual amount of bonus is determined following a review of each officer's individual performance.

Consistent with the flexible nature of the Bonus Plan, no specific weight is assigned to any particular performance factor. When making recommendations to the Board, the Compensation Committee considers not only the Corporation's performance during the year, but also considers market and economic trends and forces, extraordinary internal and market-driven events, unanticipated developments and other extenuating circumstances.

Stock Options

The grant of stock options to purchase Common Shares pursuant to the Corporation's Option Plan is an integral component of the compensation packages of the senior officers of the Corporation. The Compensation Committee believes that the grant of stock options to senior officers serves to motivate achievement of the Corporation's long-term strategic objectives and the result will benefit all shareholders. The CEO makes recommendations to the Compensation Committee for potential grants of stock options. His decisions are based in part upon the level of responsibility and contribution of the individuals toward the Corporation's goal and objectives. Stock options are granted by the Board, pursuant to the Option Plan, based upon the recommendation of the Compensation Committee. The overall number of stock options that are outstanding relative to the number of outstanding Common Shares are also considered in determining whether to make any new grants of stock options and the size of such grants. Since the Corporation does not grant stock options at a discount to the prevailing market price of the Common Shares, the stock options granted to senior officers have value only if, and to the extent that, the market price of the Common Shares increases, thereby linking equity-based executive compensation to shareholder returns.

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See "Summary Compensation Table" and "Incentive Plan Awards" under "Executive Compensation: Tables and Narrative" below, for information regarding the stock options granted to the NEOs in 2014.

Retention Allowance

The Corporation believes that the Retention Allowance helps to attract and retain individuals in a competitive environment and encourages long-term tenure with the Corporation.

Benefits

The NEOs are eligible to participate in the same benefits as offered to all full-time employees. This includes participation in a traditional employee benefit plan consisting of health and dental care and various forms of life and disability insurances. The Corporation does not view these benefits as a significant element of its compensation structure, as they constitute only a small percentage of total compensation, but does believe that benefits be used in conjunction with base salary to attract and retain individuals in a competitive environment. The Corporation does not currently have standard senior officer perks, but may provide such perks as is considered appropriate.

Review of 2014 Compensation

Base Salary

See "Executive Compensation: Tables and Narrative - Summary Compensation Table" below which sets out the base salary paid to each of the NEOs in 2014.

Bonuses

Bonuses were not paid to the NEOs in fiscal 2014 in order to conserve cash, having regard to the Corporation’s cash flow situation as the Corporation focused on the completion of development at the Namoya mine and operational improvements at the Twangiza mine. The non-payment of annual bonuses for 2014 (as well as for 2013) due to cash constraints will be a factor when annual bonuses are considered in respect of fiscal 2015.

Stock Options

During 2014, the Board granted the following number of stock options to the NEOs under the Corporation's Option Plan:

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See "Summary Compensation Table" and "Incentive Plan Awards" under "Executive Compensation: Tables and Narrative" below, which set out additional information in respect of the above stock option grants. The rationale for the stock option grants to the NEOs in 2014 as set out above (which grants were made in May 2014) was to provide additional long term incentives and to recognize performance.

Share Performance Graph

The following graph illustrates the Corporation's cumulative shareholder return (assuming the reinvestment of dividends of which there have been none) from December 31, 2009 to December 31, 2014, based upon a Cdn$100 investment made on December 31, 2009 in the Common Shares, and compares the Corporation's cumulative shareholder return to the cumulative total shareholder return from a similar investment in the Total Return Index Value of the S&P/TSX Composite Index (referred to in the table below as the "TSX") over the same period. The price performance of the Common Shares as shown on the graph does not necessarily indicate future price performance.

As described above, various factors are considered in determining the compensation of the NEOs. The Common Share performance is one performance measure that is reviewed but there is no direct correlation between Common Share performance and executive compensation.

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The Corporation operates in a commodity business and the Common Share price is impacted by the market price of gold, which may fluctuate widely and is affected by numerous factors that are difficult to predict and beyond the Corporation's control. The Common Share price is also affected by other factors beyond the Corporation's control, including general and industry-specific economic and market conditions. The Compensation Committee and the Board evaluate performance by reference to the Corporation's business plan rather than by short-term changes in Common Share price based on their view that the Corporation's long-term operating performance will be reflected by stock price performance over the long-term, which is especially important when the stock price may be temporarily depressed by short-term factors.

The trend shown by the performance graph above represents a significant increase in 2010 in the Corporation's cumulative total shareholder return, a modest decrease in 2011 from the previous year’s price, and then significant decreases in 2012, 2013 and 2014, with an overall decrease from the December 31, 2009 price. Over the same five year period the compensation (salary and bonus) received by the Corporation's executive officers, in aggregate, has increased as the Corporation has developed its business (during which time the Corporation went from an exploration and development company to a producer with two mines). The Compensation Committee considers total NEO compensation to be reasonable in the Corporation's circumstances.

Compensation Committee Approval of CD&A

The Compensation Committee has reviewed and approved the CD&A and other compensation disclosure contained in this Circular, including the information contained below under the headings "Executive Compensation: Tables and Narrative" and "Director Compensation".

Executive Compensation: Tables and Narrative

Summary Compensation Table

The following table provides a summary of the compensation earned by the NEOs for services rendered in all capacities during the fiscal years ended December 31, 2014, December 31, 2013 and December 31, 2012, as applicable.

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(1)	Dr. Clarke was appointed interim CEO and President of the Corporation on March 6, 2013. In December 2013, he was appointed to the role of permanent CEO and President of the Corporation from the interim role he had been filling since March 6, 2013. Prior to Dr. Clarke’s said appointment as interim CEO and President, he was a non-executive director of the Corporation. Dr. Clarke remains on the Board as a director.
(2)	These amounts represent the grant date fair value of the stock options awarded in the indicated year, calculated in Canadian dollars and then converted to U.S. dollars using, in the case of the 2014 award, an average exchange rate for 2014 of Cdn$1.00 = US$0.9504, in the case of the 2013 award, an average exchange rate for 2013 of Cdn$1.00 = US$0.9711 and, in the case of the 2012 award, an average exchange rate for 2012 of Cdn$1.00 = US$1.0008.
	Grant date fair value of the stock options granted in 2014 to the NEOs was calculated in accordance with the Black- Scholes model using the Common Share price on the date of grant of Cdn$0.46, with the key valuation assumptions being stock price volatility of 76.27%, risk free interest rate of 1.05%, no dividend yield and expected life of 3 years.
	Grant date fair value of the stock options granted in 2013 to NEOs, other than the stock options granted to Mr. Bansah, was calculated in accordance with the Black-Scholes model using the Common Share price on the date of grant of Cdn$0.95, with the key valuation assumptions being stock price volatility of 72.25%, risk free interest rate of 1.21%, no dividend yield, and expected life of three years. Grant date fair value of the stock options granted to Mr. Bansah in 2013 was calculated in accordance with the Black-Scholes model using the Common Share price on the date of grant of Cdn$0.67, with the key valuation assumptions being stock price volatility of 70.78%, risk free interest rate of 1.21%, no dividend yield, and expected life of three years.
	Grant date fair value of the stock options granted in 2012 to NEOs, other than the stock options granted to Mr. Bansah, was calculated in accordance with the Black-Scholes model using the Common Share price on the date of grant of Cdn$4.75, with the key valuation assumptions being stock price volatility of 73.46%, risk free interest rate of 1.03%, no dividend yield, and expected life of three years. Grant date fair value of the stock options granted to Mr. Bansah in 2012 was calculated in accordance with the Black-Scholes model using the Common Share price on the date of grant of Cdn$4.72, with the key valuation assumptions being stock price volatility of 73.30%, risk free interest rate of 1.03%, no dividend yield, and expected life of three years.
	The stock options granted by the Corporation to Dr. Clarke in 2012 were granted in Dr. Clarke’s capacity as a non- executive director of the Corporation (see Note (1) above).
(3)	Each of the amounts shown in this column of the table for each NEO other than Dr. Clarke represents life insurance premiums paid by the Corporation and the Retention Allowance accrued in respect of the NEO.
	The amount of the life insurance premiums paid by the Corporation in respect of such NEOs in 2014 is as follows: Mr. Madilo: US$17,320; Mr. Jennings: US$1,478; Mr. Kondrat: US$5,165; Mr. Farr: US$19,616; Mr. Bansah: US$7,627. The amount of the life insurance premiums paid by the Corporation in respect of such NEOs in 2013 is as follows: Mr. Madilo: $14,070; Mr. Kondrat: $5,640; Mr. Farr: $15,913; Mr. Bansah: $7,664. The amount of the life insurance premiums paid by the Corporation in respect of such NEOs in 2012 is as follows: Mr. Madilo: $18,435; Mr. Kondrat: $5,669; Mr. Farr: $18,215; Mr. Bansah: $7,977.

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The amount of the Retention Allowance accrued in respect of such NEOs in 2014 is as follows: Mr. Madilo: US$30,834; Mr. Jennings: US$14,584; Mr. Kondrat: US$45,833; Mr. Farr: US$29,167; Mr. Bansah: US$20,833. The amount of the Retention Allowance accrued in respect of such NEOs in 2013 is as follows: Mr. Madilo: $27,500; Mr. Kondrat: $45,833; Mr. Farr: $20,833; Mr. Bansah: $19,792. The amount of the Retention Allowance accrued in respect of such NEOs in 2012 is as follows: Mr. Madilo: $27,500; Mr. Kondrat: $45,833; Mr. Farr: $20,833; Mr. Bansah: $18,750.

(4)	The amount shown in this column of the table for Dr. Clarke for 2014 represents life insurance premiums paid by the Corporation of $8,831 and $45,833 of Retention Allowance accrued in respect of Dr. Clarke. The amount shown in this column of the table for Dr. Clarke for 2013 represents $38,194 of Retention Allowance accrued in respect of Dr. Clarke following his appointment as interim CEO and President of the Corporation on March 6, 2013 and directors’ fees of $13,667 paid by the Corporation to Dr. Clarke as a non-executive director of the Corporation prior to his said appointment as interim CEO and President (see Note (1) above). The amounts shown in this column of the table for Dr. Clarke for 2012 represent directors’ fees of $82,000 paid by the Corporation to Dr. Clarke as a non-executive director of the Corporation.
(5)	Mr. Jennings joined the Corporation as Senior Vice President and CFO on September 1, 2014. Also effective September 1, 2014, Mr. Madilo ceased being CFO and was appointed by the Corporation to the role of Senior Vice President, Commercial and DRC Affairs. The compensation shown in the above table for Mr. Madilo for 2014 represents compensation earned up to September 1, 2014 as CFO and compensation earned thereafter as Senior Vice President, Commercial and DRC Affairs.
(6)	This amount represents a bonus paid to Mr. Kondrat in April 2012 for his efforts in connection with the Corporation completing its US$175 million debt financing in March 2012.
(7)	Mr. Farr also holds the position of Corporate Secretary of the Corporation.
(8)	Mr. Bansah was appointed by the Corporation to the position of Head of Projects and Operations in July 2013. Prior to this appointment, he held the position of Vice President, Exploration of the Corporation.

The Corporation does not have any long-term incentive programs other than its Option Plan and does not have any defined or actuarial plans.

Incentive Plan Awards

The following table provides details regarding outstanding NEO option and share-based awards as at December 31, 2014:

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(1)	3/4 of the stock options granted to each optionee vest on the 12 month anniversary of the grant date and the balance vest on the 18 month anniversary of the grant date.
(2)	The exercise price of each of the stock options held by the NEOs is in Canadian dollars. The U.S. dollar figures set out in this column of the table were calculated using the noon exchange rate on December 31, 2014 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.862.
(3)	This is based on (a) the last closing sale price per share of the Common Shares as at December 31, 2014 of Cdn$0.15 as reported by the TSX, and (b) converting that price into a price of US$0.13 using the noon exchange rate on December 31, 2014 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.862.

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See the disclosure below under "Terms of Stock Option Plan" for a summary of the terms of the Corporation's Option Plan.

The following table provides details regarding outstanding NEO option-based awards, share-based awards and non-equity incentive plan compensation, which vested and/or were earned during the year ended December 31, 2014:

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(1)	Identifies the aggregate dollar value that would have been realized by the NEO if the NEO had exercised all options exercisable under the option-based award on the vesting date(s) thereof.

Pension Plan Benefits and Deferred Compensation Plans

The Corporation does not have a pension plan or a deferred compensation plan.

Termination and Change of Control Benefits

The Corporation and John A. Clarke have entered into an employment contract (the "Clarke Agreement") which sets out the terms upon which Dr. Clarke performs the services of CEO and President of the Corporation. Dr. Clarke’s annual salary under the Clarke Agreement is $550,000. The Corporation may terminate the Clarke Agreement at any time for just cause upon written notice to Dr. Clarke.

The Corporation and Donat K. Madilo have entered into an employment contract (the "Madilo Agreement") which sets out the terms upon which Mr. Madilo performs for the Corporation the services of Senior Vice President, Commercial and DRC Affairs. Mr. Madilo’s annual salary under the Madilo Agreement is currently $350,000. The Corporation may terminate the Madilo Agreement at any time for just cause upon written notice to Mr. Madilo.

The Corporation and Kevin Jennings have entered into an employment contract (the "Jennings Agreement") which sets out the terms upon which Mr. Jennings performs the services of Senior Vice President and CFO of the Corporation. Mr. Jennings’ annual salary under the Jennings Agreement is $350,000. The Corporation may terminate the Jennings Agreement at any time for just cause upon written notice to Mr. Jennings.

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The Corporation and Arnold T. Kondrat have entered into an employment contract (the "Kondrat Agreement") which sets out the terms upon which Mr. Kondrat performs the services of Executive Vice President of the Corporation. Mr. Kondrat’s annual salary under the Kondrat Agreement is currently $550,000. The Corporation may terminate the Kondrat Agreement at any time for just cause upon written notice to Mr. Kondrat.

The Corporation and Geoffrey G. Farr have entered into an employment contract (the "Farr Agreement") which sets out the terms upon which Mr. Farr performs the services of Vice President, General Counsel and Corporate Secretary of the Corporation. Mr. Farr’s annual salary under the Farr Agreement is $350,000. The Corporation may terminate the Farr Agreement at any time for just cause upon written notice to Mr. Farr.

The Corporation and Daniel K. Bansah have entered into an employment contract (the "Bansah Agreement") which sets out the terms upon which Mr. Bansah performs the services of Head of Projects and Operations of the Corporation. Mr. Bansah’s annual salary under the Bansah Agreement is currently $250,000. The Corporation may terminate the Bansah Agreement at any time for just cause upon written notice to Mr. Bansah.

The Clarke Agreement also provides as follows: (a) in the event of the constructive dismissal of Dr. Clarke or in the event, within 18 months of a "change of control" (as such term is defined in the Clarke Agreement) of the Corporation, Dr. Clarke’s employment is terminated without cause or Dr. Clarke is constructively dismissed, Dr. Clarke is entitled to be paid by the Corporation an amount (the "Retiring Allowance") equal to the sum of (i) two times his annual salary and (ii) two times the "Bonus Amount" (see below for definition of "Bonus Amount"); (b) if immediately prior to such termination Dr. Clarke holds stock options of the Corporation, he shall be entitled to exercise all such stock options (vested and unvested) at any time during the period of time commencing upon such termination and ending on the expiry date of such stock options; and (c) in the event the Corporation terminates the Clarke Agreement without cause, Dr. Clarke is entitled to the stock option exercise rights described above in item (b) and to be paid by the Corporation the Retiring Allowance.

The Jennings Agreement also provides as follows: (a) in the event, within 12 months of a "change of control" (as such term is defined in the Jennings Agreement) of the Corporation, Mr. Jennings’ employment is terminated without cause or Mr. Jennings is constructively dismissed, Mr. Jennings is entitled to be paid by the Corporation an amount equal to the sum of (i) two times his annual salary and (ii) two times the "Bonus Amount" (see below for definition of "Bonus Amount"); (b) if immediately prior to such termination Mr. Jennings holds stock options of the Corporation, he shall be entitled to exercise all such stock options (vested and unvested) at any time during the period of time commencing upon such termination and ending on the expiry date of such stock options; and (c) in the event of the constructive dismissal of Mr. Jennings or the Corporation terminates the Jennings Agreement without cause and such dismissal or termination is not within 12 months of a "change of control", Mr. Jennings is entitled to be paid by the Corporation an amount equal to his annual salary and the "Bonus Amount" and, if immediately prior to such dismissal or termination Mr. Jennings holds stock options of the Corporation, he shall be entitled to exercise all such stock options (including those which vest prior to the "Expiry Date" (as defined below)) at any time during the period of time commencing upon such dismissal or termination and ending on the date (the "Expiry Date") which is the earlier of (A) the natural expiry date of the applicable stock option, and (B) the date which is one year from such dismissal or termination.

Each of the Madilo Agreement, Kondrat Agreement, Farr Agreement and Bansah Agreement also provide as follows: (a) in the event of a "change of control" (as such term is defined in each employment agreement) of the Corporation or the constructive dismissal of the employee, the employee has the right to terminate his employment agreement and is entitled to be paid by the Corporation an amount (the "Retiring Allowance") equal to the sum of (i) two times his annual salary and (ii) two times the "Bonus Amount" (see below for definition of "Bonus Amount"); (b) if immediately prior to such termination the employee holds stock options of the Corporation, the employee shall be entitled to exercise all such stock options (vested and unvested) at any time during the period of time commencing upon such termination and ending on the expiry date of such stock options; and (c) in the event the Corporation terminates the employment agreement without cause, the employee is entitled to the stock option exercise rights described above in item (b) and to be paid by the Corporation the Retiring Allowance.

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"Bonus Amount" is defined to mean an amount equal to one-half of the aggregate amount of all bonuses paid or payable to the employee by the Corporation and its subsidiaries in respect of the two most recent fiscal years.

The following table sets out estimates of the incremental amounts payable to each of Messrs. Clarke, Madilo, Jennings, Kondrat, Farr and Bansah upon identified termination events as set out in their employment agreements, assuming each such event took place on the last business day of fiscal year 2014. The table does not take into account any value of outstanding stock options that have previously vested, which awards are set out under "Incentive Plan Awards" above, but does take into account any value of unvested stock options that would vest upon the occurrence of the termination event. See the disclosure below under "Terms of Stock Option Plan" for a detailed description of the Corporation's Option Plan, including a description of vesting and expiry of grants on termination.

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(1)	Dr. Clarke’s and Mr. Jennings’ employment agreement contains "double-trigger" change of control provisions as summarized above. The change of control provisions set out in Mr. Bansah’s employment agreement were included in his employment agreement prior to his promotion to Head of Projects and Operations in 2013 (he was previously Vice President, Exploration of the Corporation). It is planned that future employment agreements entered into by the Corporation with executives, including any renewal of existing NEO employment agreements, will include "double- trigger" change of control provisions.
(2)	The lump sum payment calculations are based on the individual’s annual salary under his employment agreement as at December 31, 2014 as summarized above and any bonus awards for 2013 and 2012 as set out above in the table under "Summary Compensation Table".

Director Compensation

The director compensation program is designed to achieve the following goals: (a) compensation should attract and retain the most qualified people to serve on the Board; (b) compensation should align directors' interests with the long-term interests of shareholders; (c) compensation should fairly pay directors for risks and responsibilities related to being a director of an entity of the Corporation's size and scope: and (d) the structure of the compensation should be simple, transparent and easy for shareholders to understand.

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The fees paid by the Corporation to the non-executive directors of the Corporation during the financial year ended December 31, 2014 are set out in the table below under "Director Summary Compensation Table".

Non-executive directors are entitled to receive stock option grants under the Corporation's Option Plan, as recommended by the Compensation Committee and determined by the Board. The exercise price of such stock options is determined by the Board, but shall in no event be less than the last closing price of the Common Shares on the TSX prior to the date the stock options are granted. See the disclosure below under "Terms of Stock Option Plan" for a summary of the terms of the Option Plan.

Non-executive directors of the Corporation are also reimbursed for all reasonable out-of-pocket expenses incurred in attending Board or committee meetings and otherwise incurred in carrying out their duties as directors of the Corporation.

Executive directors of the Corporation are compensated as employees of the Corporation and are not entitled to additional compensation for performance of director duties. Executive directors of the Corporation during 2014 were Dr. Clarke and Mr. Kondrat (Mr. Kondrat ceased being a director of the Corporation on June 27, 2014).

The Corporation maintains directors' and officers' liability insurance for the benefit of directors and officers of the Corporation carrying coverage in the amount of Cdn$10,000,000 as an aggregate limit of liability in each policy year. The total annual premium payable by the Corporation for the policy is Cdn$135,500 and there is a deductible in the amount of Cdn$250,000.

Director Summary Compensation Table

The following compensation table sets out the compensation paid to each of the Corporation's non-executive directors in the year ended December 31, 2014. See "Summary Compensation Table" above for details regarding the compensation paid to the Corporation's executive directors as executives of the Corporation in respect of services rendered during 2014 (the executive directors of the Corporation during 2014 were Dr. Clarke and Mr. Kondrat (Mr. Kondrat ceased being a director of the Corporation on June 27, 2014; Mr. Brissenden was appointed Executive Chairman of the Board in 2015).

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(1)	During 2014, non-executive directors were entitled to directors' fees of $50,000, members of the Audit Committee were entitled to additional fees of $12,000, members of the Compensation Committee were entitled to additional fees of $9,000, members of the Technical Committee were entitled to additional fees of $9,000, the Chairman of the Audit Committee was entitled to additional fees of $17,000, the Chairman of the Compensation Committee was entitled to additional fees of $9,000 and the Chairman of the Technical Committee was entitled to additional fees of $9,000.
(2)	These amounts represent the grant date fair value of the stock options awarded in 2014, calculated in Canadian dollars and then converted to U.S. dollars using an average exchange rate for 2014 of Cdn$1.00 = US$0.9504. Grant date fair value of these stock options was calculated in accordance with the Black-Scholes model using the Common Share price on the date of grant of Cdn$0.46, with the key valuation assumptions being stock price volatility of 76.27%, risk free interest rate of 1.05%, no dividend yield and expected life of 3 years. No stock options were received by Messrs. Gundy, Lachcik and van Rooyen during 2014.
(3)	During the financial year ended December 31, 2014, the Corporation incurred legal expenses (and related costs) of $1,308,831 to Norton Rose Fulbright Canada LLP (which acts as legal counsel to the Corporation). Mr. Lachcik is a partner of Norton Rose Fulbright Canada LLP.
(4)	Messrs. Gundy, Lachcik, Terblanche and van Rooyen were directors of the Corporation for only part of 2014.
(5)	This amount represents consulting fees in respect of additional services rendered by Mr. Brissenden in connection with the Corporation’s financing and other corporate activities.

Incentive Plan Awards

The following table provides details regarding the outstanding option and share based awards held by non-executive directors of the Corporation as at December 31, 2014. See "Executive Compensation: Tables and Narrative - Incentive Plan Awards" above for a details regarding the outstanding stock options held by the Corporation's executive director (Dr. Clarke) as at December 31, 2014.

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(1)	3/4 of the stock options granted to each optionee vest on the 12 month anniversary of the grant date and the balance vest on the 18 month anniversary of the grant date.
(2)	The exercise price of each of the stock options held by the directors is in Canadian dollars. The U.S. dollar figures set out in this column of the table were calculated using the noon exchange rate on December 31, 2014 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.862.
(3)	This is based on (a) the last closing sale price per share of the Common Shares as at December 31, 2014 of Cdn$0.15 as reported by the TSX, and (b) converting that price into a price of US$0.13 using the noon exchange rate on December 31, 2014 as reported by the Bank of Canada for the conversion of Canadian dollars into U.S. dollars of Cdn$1.00 = US$0.862.

See the disclosure below under "Terms of Stock Option Plan" for details regarding the terms of the Corporation's Option Plan.

The following table provides details regarding outstanding option-based awards, share-based awards and non-equity incentive plan compensation in respect of the non-executive directors of the Corporation, which vested and/or were earned during the year ended December 31, 2014. See "Executive Compensation: Tables and Narrative - Incentive Plan Awards" above for such details in respect of executive directors of the Corporation.

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(1)	Identifies the aggregate dollar value that would have been realized by the director if the director had exercised all options exercisable under the option-based award on the vesting date(s) thereof. Mr. Gundy did not hold any stock options of the Corporation during 2014.

SECURITIES ISSUABLE UNDER EQUITY COMPENSATION PLANS

The following table sets forth, as at December 31, 2014, the number of Common Shares to be issued upon the exercise of outstanding options, warrants and rights issued pursuant to equity compensation plans, the weighted average exercise price of such outstanding options, warrants and rights and the number of Common Shares remaining available for future issuance under equity compensation plans of the Corporation.

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(1)	The only equity compensation plan of the Corporation approved by shareholders is the Corporation's Option Plan. See the disclosure below under "Terms of Stock Option Plan" for a summary of the terms of such plan.
(2)	See the disclosure below under "Terms of Stock Option Plan" for information relating to stock options of the Corporation outstanding as at the date of this Circular and stock options available for future grants as at the date of this Circular.

TERMS OF STOCK OPTION PLAN

The rules of the TSX provide that listed issuers must disclose on an annual basis, in their information circulars or other annual disclosure document distributed to all security holders, the terms of their security based compensation arrangements. The following summarizes the terms of the Corporation's Option Plan.

(a)	Stock options may be granted from time to time by the Board to such directors, officers, employees and consultants of the Corporation or a subsidiary of the Corporation, and in such numbers, as are determined by the Board at the time of the granting of the stock options.
(b)	The total number of Common Shares issuable upon the exercise of all outstanding stock options granted under the Option Plan shall not at any time exceed 9.5% of the total number of outstanding Common Shares. 9.5% of the number of Common Shares outstanding as of the date of this Circular is equal to 23,954,313 Common Shares.

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Having regard to the said percentage figure, the Option Plan is considered an "evergreen" plan, since (i) the Common Shares covered by stock options which have been exercised or cancelled will be available for subsequent grants under the Option Plan, and (ii) the number of stock options available to grant increases as the number of outstanding Common Shares increases.

(c)	There are currently outstanding under the Option Plan 23,015,784 stock options entitling the holders to purchase an aggregate of 23,015,784 Common Shares (which is equal to 9.13% of the number of Common Shares which are currently outstanding). The number of new stock options currently available for future grants under the Option Plan is stock options to purchase an aggregate of 938,529 Common Shares (which is equal to 0.37% of the number of Common Shares which are currently outstanding). Since the Corporation was listed on the TSX in November 2005, a total of 8,664,212 stock options (which is equal to 3.44% of the number of Common Shares which are currently outstanding) have been exercised under the Option Plan.
(d)	The exercise price of each stock option shall be determined in the discretion of the Board at the time of the granting of the stock option, provided that the exercise price shall not be lower than the "Market Price". "Market Price" means the last closing price of the Common Shares on the TSX prior to the date the stock option is granted.
(e)	All stock options shall be for a term (the "Term") determined in the discretion of the Board at the time of the granting of the stock options, provided that no stock option shall have a Term exceeding ten years and, unless otherwise determined by the Board in its discretion in accordance with the terms of the Option Plan as referred to in the next paragraph below, a stock option and all rights to purchase Common Shares pursuant thereto shall expire and terminate immediately upon the optionee who holds such stock option ceasing to be at least one of a director, officer, employee or consultant of the Corporation or a subsidiary of the Corporation for any reason whatsoever.
	Provided a departing optionee has been with the Corporation for at least 12 months, the Board may in its discretion determine that any vested stock options held by such departing optionee will continue to be exercisable after the departure from the Corporation of the optionee for a period of time not to exceed the balance of the Term of such stock options.
(f)	Unless otherwise determined by the Board at the time of the granting of the stock options, 3/4 of the stock options granted pursuant to the Option Plan vest on the 12 month anniversary of their grant date and the remaining 1/4 of such stock options vest on the 18 month anniversary of the grant date. The stock options granted by the Board in 2015 prior to the date of this Circular have a two year vesting schedule, as follows: one-third vesting on the grant date, one-third on the 12 month anniversary of the grant date, and the remaining one-third on the 24 month anniversary of the grant date.
(g)	Except in limited circumstances in the case of the death of an optionee, stock options shall not be assignable or transferable.
(h)	Shareholder approval is required prior to any reduction in the exercise price of a stock option or any extension of the Term of a stock option (if the optionee holding such stock option is an insider of the Corporation, disinterested shareholder approval is required).

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(i)	The Option Plan contains the following restrictions relating to the number of stock options that may be granted to insiders or non-employee directors of the Corporation:

	(i)	The total number of Common Shares issued to insiders of the Corporation, within any one year period, under all "security based compensation arrangements" (within the meaning of the rules of the TSX) of the Corporation shall not exceed 10% of the total number of outstanding Common Shares.
	(ii)	The total number of Common Shares issuable to insiders of the Corporation, at any time, under all "security based compensation arrangements" (within the meaning of the rules of the TSX) of the Corporation shall not exceed 10% of the total number of outstanding Common Shares.
	(iii)	The total number of Common Shares issuable to non-employee directors of the Corporation, at any time, under all "security based compensation arrangements" (within the meaning of the rules of the TSX) of the Corporation shall not exceed 1% of the total number of outstanding Common Shares.
	(iv)	Grant date value of stock options granted to any one non-employee director of the Corporation shall not exceed a total of Cdn$100,000 per year (this restriction is still subject to receipt of shareholder approval at the Meeting, as described in this Circular under "Amendments to Stock Option Plan and Reapproval of Stock Option Plan").

Subject to the above restrictions on insiders and non-employee directors of the Corporation, there are no restrictions in the Option Plan on the number of stock options that may be granted to any one person or company.

(j)	In the event a "take-over bid" (as such term is defined under Ontario securities laws) is made in respect of the Common Shares, all unvested stock options shall become exercisable (subject to any necessary regulatory approval) so as to permit the holders of such stock options to tender the Common Shares received upon exercising such stock options pursuant to the take-over bid.
(k)	The Corporation may amend from time to time or terminate the terms and conditions of the Option Plan by resolution of the Board. Any amendments shall be subject to the prior consent of all applicable regulatory bodies, including the TSX (to the extent such consent is required). Amendments and termination shall take effect only with respect to stock options granted thereafter, provided that they may apply to any stock options previously granted with the mutual consent of the Corporation and the optionees holding such stock options. The Board has the authority to approve amendments relating to the Option Plan or to stock options, without further approval of the Corporation's shareholders, to the extent that such amendments relate to:

	(i)	altering the terms of vesting applicable to any stock options;
	(ii)	changes to the date a stock option terminates upon the optionee ceasing to be a director, officer, employee or consultant of the Corporation or any of its subsidiaries (provided that no such change shall extend the Term of the stock option);
	(iii)	accelerating the expiry date in respect of stock options;
	(iv)	determining the adjustment provisions pursuant to section 10 of the Option Plan (section 10 of the Option Plan provides, among other things, that, in the event of any change in the Corporation's Common Shares through subdivision, consolidation, amalgamation, merger or otherwise, then in any such case the Board may make such adjustment in the Option Plan and in the stock options granted under the Option Plan as the Board may in its sole discretion deem appropriate to prevent substantial dilution or enlargement of the rights granted to, or available for, holders of stock options);

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	(v)	amending the definitions contained in the Option Plan; or
	(vi)	amendments of a "housekeeping" nature.

Any amendment to the Option Plan or to stock options which does not relate to items (i) to (vi) above, shall require approval of the Corporation’s shareholders. Without limiting the generality of the foregoing, any amendment to the Option Plan or to stock options which relates to the following shall require approval of the Corporation’s shareholders:

	•	an amendment to section 2 of the Option Plan to increase the percentage figure set out therein;
	•	reducing the exercise price of a stock option held by any optionee;
	•	any cancellation and reissue of stock options or other entitlements unless permitted under the rules of the TSX;
	•	extending the Term of any stock options held by any optionee;
	•	any amendment which would permit stock options granted under the Option Plan to be transferable or assignable other than for normal estate settlement purposes;
	•	amendments that increase limits previously imposed on non-employee director participation;
	•	adding to the categories of persons eligible to participate in the Option Plan; and
	•	any amendment to section 16 of the Option Plan so as to increase the ability of the Board to amend the Option Plan without shareholder approval.

(l)	Except if not permitted by the TSX, if any stock options may not be exercised due to any black- out period (as defined in the Option Plan) at any time within the three business day period prior to the normal expiry date of such stock options, the expiry date of such stock options shall be extended for a period of 10 business days following the end of the black-out period (or such longer period as permitted by the TSX and approved by the Board).
(m)	The Board has full and final discretion to interpret the provisions of the Option Plan, and all decisions and interpretations made by the Board shall be binding and conclusive upon the Corporation and all optionees, subject to shareholder approval if required by the TSX.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date of this Circular, no current or former executive officer, director or employee of the Corporation or a subsidiary of the Corporation is indebted to the Corporation or a subsidiary of the Corporation.

As of the date of this Circular, no current or former executive officer, director or employee of the Corporation or a subsidiary of the Corporation has indebtedness to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or a subsidiary of the Corporation.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described below, no director or officer of the Corporation, no person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares (a "10% Shareholder"), no director or officer of a 10% Shareholder or of a subsidiary of the Corporation and no associate or affiliate of any of the foregoing persons or companies, has or has had any material interest, direct or indirect, in any transaction since the beginning of the Corporation's financial year ended December 31, 2014 or in any proposed transaction which, in either case, has materially affected or will materially affect the Corporation or any of its subsidiaries.

On April 30, 2015, the Corporation closed the US$70 million balance of its previously announced financing (the "Financing"), such balance involving a US$20 million gold forward sale transaction relating to the Twangiza mine and a US$50 million gold streaming transaction relating to the Namoya mine. The Corporation entered into amending agreements made as of April 6, 2015 to amend the Corporation’s note indenture dated March 2, 2012 (the "Note Indenture") and related collateral trust agreement dated March 2, 2012 (collectively, the "Amendments") in order to secure the gold delivery obligations under the Financing transactions by way of a “Priority Lien” and a “Parity Lien”, respectively, within the meaning of the Note Indenture. Based on public filings, the Corporation believes that affiliates of BlackRock, Inc. control or have investment discretion over, in the aggregate, more than 10% of the outstanding Common Shares (see "Voting Securities and Principal Holders Thereof"). The Corporation understands that affiliates of BlackRock, Inc. control certain 10% senior secured notes due 2017 outstanding under the Note Indenture (the "Notes"). The Amendments, as they relate to the Notes controlled by affiliates of BlackRock, Inc. may be considered a related party transaction. BlackRock was not a party to the Financing. The address of BlackRock, Inc. is 40 East 52nd Street, New York, New York, 10022, United States.

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation as at and for the financial year ended December 31, 2014 (the "2014 Financial Statements"), together with the auditors' report thereon, will be placed before the Meeting.

CORPORATE GOVERNANCE DISCLOSURE

The Corporation's Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making.

National Instrument 58-101 (which is entitled "Disclosure of Corporate Governance Practices") provides that the corporate governance disclosure required by Form 58-101F1 must be included in this Circular. The following addresses the items identified in Form 58-101F1.

Board of Directors

A director is considered "independent" if he has no direct or indirect material relationship with the Corporation. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment. There are also certain circumstances which are deemed to establish a "material relationship" for the purpose of determining independence under National Instrument 58-101. With respect to the six persons proposed to be nominated at the Meeting for election as a director (see "Election of Directors"), four of these nominees have been determined to be independent within the meaning of National Instrument 58-101 and two have been determined to not be independent within the meaning of National Instrument 58-101. Maurice J. Colson, Peter N. Cowley, Mick C. Oliver and Derrick H. Weyrauch have been determined to be independent within the meaning of National Instrument 58-101. John A. Clarke (who is President and CEO of the Corporation) and Richard W. Brissenden (who is Executive Chairman of the Board of the Corporation) have been determined to not be independent within the meaning of National Instrument 58-101.

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The Board facilitates its exercise of independent judgment in carrying out its responsibilities by having a majority of independent directors on the Board and by having the Audit Committee and Compensation Committee comprised only of independent directors. The Board also believes that the fiduciary duties placed on individual directors by the Canada Business Corporations Act (the Corporation's governing corporate legislation) and by the common law and the restrictions placed by such legislation on an individual directors' participation in decisions of the Board in which the director has an interest ensure that the Board operates independently of management and in the best interests of the Corporation.

The independent directors of the Corporation do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. However, to facilitate open and frank discussion among its independent directors, the Board has adopted a practice of setting aside time at each meeting of the Board for the independent directors to hold discussions without management present. As well, an in camera session is held, without management present, at each Audit Committee meeting with the external auditors of the Corporation (when the auditors are present at the meeting).

The Corporation's Chairman of the Board, Richard W. Brissenden, is not an independent director. Maurice J. Colson has been appointed by the Board to act as lead independent director. His responsibilities as lead independent director include conducting the in camera sessions held at Board meetings by the independent directors.

Directorships

The following directors of the Corporation are presently directors of other issuers that are reporting issuers (or the equivalent):

	Name of Director	Names of Other Issuers
	Richard W. Brissenden	Corona Gold Corporation
		Lexam VG Gold Inc.
		McEwen Mining Inc.
		PC Gold Inc.
		Ryan Gold Corp.
	John A. Clarke	Great Quest Fertilizer Ltd.
	Maurice J. Colson (1)	Stetson Oil & Gas Ltd.
		Loncor Resources Inc.
		Delrand Resources Limited
		Aberdeen International Inc.

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	Name of Director	Names of Other Issuers
	Peter N. Cowley	Amara Mining plc
		Cluff Natural Resources plc
	Mick C. Oliver	Not applicable
	Derrick H. Weyrauch	Not applicable

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(1)	Mr. Colson has resigned as a director of each of Hornby Bay Mineral Exploration Ltd. and Richco Investors Inc. Mr. Colson has also resigned as a director and officer of China Goldcorp Ltd.

Meetings of the Board of Directors

The frequency of Board meetings and the nature of the meeting agendas depend upon the nature of the business and affairs of the Corporation from time to time. During the financial year ended December 31, 2014, the Board held 19 meetings. In addition to the business conducted at such meetings, various other matters were approved by written resolution signed by all members of the Board. The following table sets out the Board meeting attendance record during 2014 of the six persons proposed to be nominated at the Meeting for election as a director (see "Election of Directors").

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(1)	Mr. Oliver was appointed a director of the Corporation in 2015.

Board Mandate

The Board does not have a written mandate. In broad terms, the Board is responsible for the overall stewardship of the Corporation and, as such, supervises the management of the business and affairs of the Corporation. More specifically, the Board is responsible for reviewing the strategic business plans and corporate objectives, and approving financings and acquisitions, dispositions, investments, capital expenditures and other transactions and matters that are thought to be material to the Corporation. The Board is also responsible for approving the appointment of officers, stock option grants, financial statements and proxy materials.

Position Descriptions

The Board has not developed written position descriptions for the Chairman of the Board, the chair of each Board committee or the CEO of the Corporation. The Corporation's President and CEO is responsible for the day-to-day operations of the Corporation. The President and CEO and other members of senior management undertake a significant role in the long range planning and corporate finance activities of the Corporation. The Chairman of the Board chairs all meetings of the Board and is responsible for managing the affairs of the Board, including ensuring the Board is organized properly, functions effectively and meets its obligations and responsibilities.

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All of the Board's committees (being the Audit Committee, the Compensation Committee and the Technical Committee) have charters which set out their respective roles and responsibilities.

Orientation and Continuing Education

Due to the size of the Board, no formal program currently exists for the orientation of new directors. Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation regarding (a) the role of the Board, its committees and its directors, and (b) the nature and operations of the Corporation's business, will be necessary and relevant to each new director.

No formal continuing education program currently exists for the Corporation's directors. Each of the Corporation's directors has the responsibility for ensuring that he maintains the skill and knowledge necessary to meet his obligations as a director. The Corporation's legal counsel advises the Board on any changes in laws or regulations relevant to the duties and responsibilities of directors.

Ethical Business Conduct

The Board has adopted a code of business conduct and ethics for directors, officers and employees (the "Code"). A copy of the Code may be obtained from the CFO of the Corporation at (416) 366-2221 and is also available on SEDAR at www.sedar.com. Each director, officer and employee of the Corporation is provided with a copy of the Code and is required to confirm annually that he or she has complied with the Code. Any observed breaches of the Code must be reported to the Corporation's CEO.

There have been no material change reports filed since the beginning of the Corporation's most recently completed financial year that pertains to any conduct of a director or executive officer of the Corporation that constitutes a departure from the Code.

In accordance with the Canada Business Corporations Act (the Corporation's governing corporate legislation), directors of the Corporation who are a party to, or are a director or an officer of or have a material interest in a party to, a material contract or material transaction or a proposed material contract or proposed material transaction, are required to disclose the nature and extent of their interest and not to vote on any resolution to approve the contract or transaction. In addition, in certain cases, an independent committee of the Board may be formed to deliberate on such matters in the absence of the interested party.

The Board has also adopted a "whistleblower" policy which provides employees, consultants, officers and directors with the ability to report, on a confidential and anonymous basis, violations within the Corporation's organization including, (but not limited to), questionable accounting practices, disclosure of fraudulent or misleading financial information and instances of corporate fraud or harassment. The Board believes that providing a forum for such individuals to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness fosters a culture of ethical business conduct. The Board has also adopted an insider trading policy to encourage and further promote a culture of ethical business conduct.

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Nomination of Directors

The Corporation has a nominating committee (being the Board’s compensation and nominating committee, referred to in this section and the next two sections of the Circular as the "Nominating Committee"), which is composed entirely of independent directors. The Nominating Committee is responsible for assessing the need for new directors and the preferred experience and qualifications of new directors, taking into consideration the independence, age, skills and experience required for the effective conduct of the Corporation’s business. The Nominating Committee recommends candidates for initial Board membership and Board members for re-nomination. The functions of the Nominating Committee also include reviewing the membership of all of the committees of the Board and making recommendations to the Board on appointments to the committees, including the appointment of a Chair for each committee.

Before recommending that an existing director be nominated for re-election, the Nominating Committee considers factors such as the director's length of service on the Board, attendance at regularly scheduled Board and committee meetings and ability to contribute effectively to the Board. Before recommending a new director candidate, members of the Nominating Committee or their delegates meet with the candidate to discuss the candidate's interest and ability to devote time to Board matters.

Diversity

The Corporation is committed to providing equal opportunities for individuals who have the necessary qualifications for employment and advancement within the Corporation. Banro’s objectives include providing a work environment that is free of discrimination and harassment, including based on gender. Banro is fully committed to increasing diversity on the Board over time.

Banro has not adopted a formal written policy relating to the identification and nomination of female director nominees or executive officer candidates at this time. It is important to note, however, that when identifying new candidates for nomination to the Board, the Nominating Committee takes into account a broad variety of factors it considers appropriate, including skills, independence, financial acumen, board dynamics and personal characteristics, including gender. In addition, diversity in perspective arising from personal, professional or other attributes and experiences are considered when identifying potential director candidates.

Banro considers gender diversity to be important and believes that its current framework for evaluating Board and executive officer candidates takes into account gender diversity. The Corporation is an equal opportunity employer. However, the priority of Banro in recruiting new candidates is ensuring individuals bring value to the Corporation and its shareholders by possessing a suitable mix of qualifications, experience, skills and expertise.

The Corporation currently does not currently have a female director on the Board or a female executive officer. Banro does not currently intend to adopt targets for female nominee directors or executive officers as the composition of the Board and the senior executive group is based on a broad variety of factors Banro considers appropriate and it is ultimately the skills, experience, characteristics and qualifications of the individual that are most important in assessing the value the individual could bring to Banro.

Term Limit and Retirement

The term of Banro’s directors expires at the end of the next annual meeting of shareholders or when a successor is elected or appointed to the Board. Banro does not impose term limits or mandatory retirement on its directors. The Corporation believes that term limits or mandatory retirement based on age alone may create arbitrary and technical impediments to the selection of the most qualified persons. The Board and the Nominating Committee continually review a director’s effectiveness and the mix of skills and expertise.

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It has been the Board’s experience that some of the longer-serving directors provide the most value to Banro. This approach enables Banro to make decisions regarding the composition of its Board and senior management team based on what is in the best interests of the Corporation and its shareholders.

Compensation

See the disclosure in this Circular under "Executive Compensation".

Other Board Committees

The Board does not have any standing committees other than the audit committee, the compensation and nominating committee, and the health, safety, environment and technical committee.

Assessments

The Board monitors but does not formally assess the effectiveness and contribution of the Board, its committees and individual Board members. To date, the Board has satisfied itself, through informal discussions, that the Board, its committees and individual Board members are performing effectively.

U.S. CORPORATE GOVERNANCE MATTERS

The Common Shares are listed on the NYSE MKT. The NYSE MKT Company Guide permits NYSE MKT to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE MKT listing criteria, and to grant exemptions from NYSE MKT listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is permitted by home country law. A description of the significant ways in which the Corporation's governance practices differ from those followed by U.S. domestic companies pursuant to NYSE MKT standards is as follows. To the extent necessary, the Corporation has obtained exemptions from the NYSE MKT in respect of these differences.

Shareholder Meeting Quorum Requirement: NYSE MKT minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on NYSE MKT is required to state its quorum requirement in its by-law. The Corporation's quorum requirement is set forth in its by-law no.3, which provides that a quorum for the transaction of business at any meeting of shareholders shall be two persons entitled to vote thereat present in person or represented by proxy.

Proxy Delivery Requirement: NYSE MKT requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Corporation is a "foreign private issuer" as defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended, and the equity securities of the Corporation are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of such Act. The Corporation solicits proxies in accordance with applicable rules and regulations in Canada.

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Shareholder Approval Requirements: NYSE MKT requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of presently outstanding shares for less than the greater of book or market value of the shares. In general, the rules of the TSX are similar, but there are some differences including the threshold for shareholder approval set at greater than 25% of outstanding shares. The Corporation will seek a waiver from NYSE MKT's shareholder approval requirements in circumstances where the securities issuance does not trigger such a requirement under the rules of the TSX.

Nominating Process: NYSE MKT requires that director nominations must be either selected or recommended to the Board by either a nominating committee or a majority of independent directors. In addition, NYSE MKT requires a formal written charter or board resolution addressing the nominations process. The Corporation has a nominating committee which recommends director nominations to the Board, but has not adopted a formal written charter or board resolution addressing the nominations process. Under the federal laws of Canada, the rules of the TSX and Ontario securities laws, the Corporation is not required to adopt such a charter or board resolution.

ADDITIONAL INFORMATION

Financial information relating to the Corporation is provided in the 2014 Financial Statements and the Corporation's management's discussion and analysis relating to such financial statements (the "2014 MD&A"). Copies of this Circular, the 2014 Financial Statements, the 2014 MD&A, the interim consolidated financial statements of the Corporation subsequent to the 2014 Financial Statements and the Corporation's management's discussion and analysis relating to such interim financial statements, as well as additional information relating to the Corporation, are available on SEDAR at www.sedar.com. Copies of such documents may also be obtained without charge by writing to the CFO of the Corporation at Suite 7070, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1E3, Canada.

A proposal for any matter that a shareholder proposes to raise at the next annual meeting of shareholders of the Corporation must be submitted to the Corporation at least 90 days before the anniversary date of the Notice (that is, at least 90 days before the anniversary date of May 27, 2015) and must comply with the other requirements of the Canada Business Corporations Act relating to proposals.

DIRECTORS' APPROVAL

The contents of this Circular and the sending thereof to the shareholders of the Corporation have been approved by the Board. Unless otherwise indicated, information contained in this Circular is given as of May 27, 2015.

DATED at Toronto, Ontario, Canada the 27th day of May, 2015.

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SCHEDULE "A"

MAJORITY VOTING POLICY

BANRO CORPORATION

(the “Corporation”)

The Board of Directors of the Corporation (the “Board”) believes that each director should have the confidence and support of the shareholders of the Corporation. To that end, the Board has unanimously adopted this majority voting policy, and future nominees for election to the Board will be required to confirm that they will abide by it.

Forms of proxy for the election of directors will permit a shareholder to vote in favour of, or to withhold from voting, separately for each director nominee. The Chairman of the Board will ensure that the number of shares voted in favour or withheld from voting for each director nominee is recorded at the shareholders’ meeting and is made public promptly after the meeting. If the vote was by a show of hands rather than by ballot, the Corporation will disclose the number of shares voted by proxy in favour or withheld for each director.

If a director nominee has more votes withheld than are voted in favour of him or her, the nominee will be considered by the Board not to have received the support of the shareholders, even though duly elected as a matter of corporate law. In such a case, the nominee will be required forthwith to submit his or her resignation to the Board, effective on acceptance by the Board.

The compensation committee of the Board (or other committee to which has been delegated the responsibility of administering this policy) will consider the offer of resignation and make a recommendation to the Board. Except in special circumstances that would warrant the continued service of the director on the Board, the committee will be expected to recommend that the Board accept the resignation. The Board will make its decision and announce it in a press release within 90 days after the shareholders’ meeting at which the candidacy of the director was considered. A copy of this press release will be provided to the Toronto Stock Exchange. If the Board determines to not accept the resignation, the press release must fully state the reasons for that decision.

The director who tendered the resignation will not participate in the decision-making process, but may be counted for the purpose of determining whether the Board has quorum.

Subject to any corporate law restrictions, the Board may (i) leave a vacancy in the Board unfilled until the next annual general meeting of shareholders, (ii) fill the vacancy by appointing a new director who, in the opinion of the Board, merits the confidence of the shareholders, or (iii) call a special meeting of shareholders to consider new Board nominee(s) to fill the vacant position(s).

This policy applies only to uncontested elections, meaning elections where the number of nominees for director is equal to the number of directors to be elected.

APPROVED by the Board on May 31, 2013 and amended by the Board on May 25, 2015.

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SCHEDULE "B"

BANRO CORPORATION

Stock Option Plan

The board of directors of Banro Corporation (the "Corporation") wishes to establish a stock option plan (the "Plan") governing the issuance of stock options (the "Stock Options") to directors, officers, employees and consultants of the Corporation or a subsidiary of the Corporation. For the purposes of this Plan, the term "consultant" shall have the meaning ascribed thereto in National Instrument 45-106 entitled "Prospectus and Registration Exemptions".

The terms and conditions of this Plan for the issuance of Stock Options are as follows:

1.

Purposes

The principal purposes of this Plan are:

	(a)	to retain and attract qualified directors, officers, employees and consultants which the Corporation and its subsidiaries require;
	(b)	to promote a proprietary interest in the Corporation and its subsidiaries;
	(c)	to provide an incentive element in compensation; and
	(d)	to promote the development of the Corporation and its subsidiaries.

2.	Limitation on Shares Issuable

The total number of common shares in the capital of the Corporation ("Common Shares") issuable upon the exercise of all outstanding Stock Options granted under this Plan shall not at any time exceed 9.5% of the total number of outstanding Common Shares.

3.	Eligibility

Stock Options shall be granted only to individuals, firms or corporations ("Eligible Optionees") who are directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation. Stock Options may also be granted to a corporation which is controlled by an Eligible Optionee. Unless the context otherwise requires, the term Eligible Optionee as used herein shall include any such corporation.

4.	Granting of Stock Options

The board of directors of the Corporation (the "Board") may from time to time grant Stock Options to Eligible Optionees. At the time Stock Options are granted, the Board shall determine the number of Common Shares available for purchase under the Stock Options, the date when the Stock Options are to become effective and, subject to the other provisions of this Plan, all other terms and conditions of the Stock Options.

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5.	Exercise Price

The exercise price (the "Exercise Price") of each Stock Option shall be determined in the discretion of the Board at the time of the granting of the Stock Option, provided that the Exercise Price shall not be lower than the "Market Price". "Market Price" shall mean the last closing price of the Common Shares on the Toronto Stock Exchange (the "TSX") prior to the date the Stock Option is granted.

6.	Term and Exercise Periods

	(a)	All Stock Options shall be for a term (the "Term") determined in the discretion of the Board at the time of the granting of the Stock Options, provided that, except in the case of a "Black-Out Period" (as defined in clause 6(e) below), no Stock Option shall have a Term exceeding ten years and, unless otherwise determined by the Board pursuant to clause 6(b) below, a Stock Option and all rights to purchase Common Shares pursuant thereto shall expire and terminate immediately upon the Eligible Optionee who holds such Stock Option ceasing to be at least one of a director, officer, employee or consultant of the Corporation or a subsidiary of the Corporation for any reason whatsoever (including as a result of death).
	(b)	In the event that an Eligible Optionee ceases to be at least one of a director, officer, employee or consultant of the Corporation or a subsidiary of the Corporation and provided that such Eligible Optionee had been a director, officer, employee or consultant of the Corporation or a subsidiary of the Corporation for not less than 12 months, the Board may in its discretion determine that any vested Stock Options held by such Eligible Optionee immediately prior to the date of such cessation shall continue to be exercisable after such date for a period of time not to exceed the balance of the Term of such Stock Options. Any such determination must be made by the Board within five business days of the Board being notified in writing by an officer of the Corporation that the Eligible Optionee has ceased to be at least one of a director, officer, employee or consultant of the Corporation or a subsidiary of the Corporation.
	(c)	Unless otherwise determined by the Board at the time of the granting of the Stock Options pursuant to clause 6(d)(i) below, 3/4 of any Stock Options granted pursuant hereto will vest on the 12 month anniversary of their date of grant (the "Grant Date") and the remaining 1/4 of the Stock Options will vest on the 18 month anniversary of the Grant Date. For greater clarity, unless otherwise determined pursuant to the terms hereof, all Stock Options granted to an Eligible Optionee will be available to exercise and purchase Common Shares on the 18 month anniversary of the Grant Date.
	(d)	By way of example, without limiting the generality of the foregoing or the discretion of the Board, the Board may, at the time of the granting of the Stock Options, determine:

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	(i)	that Stock Options have a different vesting schedule than that specified in clause 6(c) above; or
	(ii)	that the Stock Options may provide for early exercise and/or termination or other adjustment in certain circumstances, such as if the Corporation shall resolve to sell all or substantially all of its assets, to liquidate or dissolve, or to merge, amalgamate, consolidate or be absorbed with or into any other corporation.

(e)

Except if not permitted by the TSX, if any Stock Options may not be exercised due to any Black-Out Period (as defined below) at any time within the three business day period prior to the normal expiry date of such Stock Options (the "Restricted Options"), the expiry date of all Restricted Options shall be extended for a period of 10 business days following the end of the Black-Out Period (or such longer period as permitted by the TSX and approved by the Board). "Black- Out Period" means the period of time when, pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons as designated by the Corporation, including any holder of Stock Options.

7.	Non-Assignability

Stock Options shall not be assignable or transferable by an Eligible Optionee (except for a limited right of assignment to allow the exercise of Stock Options by an Eligible Optionee's legal representative in the event of the death of the Eligible Optionee and provided that the terms of the Stock Options permit such exercise).

8.	Payment of Exercise Price

All Common Shares issued pursuant to the exercise of Stock Options shall be paid for in full in Canadian funds at the time of exercise of the Stock Options (subject to the procedure for exercising the Stock Options as agreed to by the Corporation and the Eligible Optionee) and prior to the issue of such shares. All Common Shares issued in accordance with the foregoing shall be issued as fully paid and non-assessable Common Shares.

9.	Non-Exercise

If any Stock Options granted pursuant to this Plan are not exercised for any reason whatsoever, upon the expiry of the Stock Options pursuant to the terms of their grant or the terms hereof, the shares reserved and authorized for issuance pursuant to such Stock Options shall revert to this Plan and shall be available for other Stock Options.

10.	Adjustment in Certain Circumstances

In the event:

(a)

of any change in the Common Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; or

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	(b)	of any stock dividend to holders of Common Shares (other than such stock dividends issued at the option of shareholders of the Corporation in lieu of substantially equivalent cash dividends); or
	(c)	that any rights are granted to holders of Common Shares to purchase Common Shares at prices substantially below fair market value; or
	(d)	that as a result of any recapitalization, merger, consolidation or otherwise the Common Shares are converted into or exchangeable for any other securities;

then in any such case the Board may make such adjustment in this Plan and in the Stock Options granted under this Plan as the Board may in its sole discretion deem appropriate to prevent substantial dilution or enlargement of the rights granted to, or available for, holders of Stock Options, and such adjustments may be included in the Stock Options.

11.

Expenses

All expenses in connection with this Plan shall be borne by the Corporation.

12.	Compliance with Laws

The Corporation shall not be obliged to issue any shares upon exercise of Stock Options if the issue would violate any law or regulation or any rule of any governmental authority or stock exchange. The Corporation shall not be required to issue, register or qualify for resale any shares issuable upon exercise of Stock Options pursuant to the provisions of a prospectus or similar document, provided that the Corporation shall notify the TSX and any other appropriate regulatory bodies of the existence of this Plan and the grant and exercise of Stock Options under this Plan.

13.	Disinterested Shareholder Approval

Disinterested shareholder approval shall be obtained by the Corporation prior to any reduction in the Exercise Price of a Stock Option or any extension of the Term of a Stock Option if the Eligible Optionee holding such Stock Option is an "insider" (as such term is defined under the Ontario Securities Act) of the Corporation.

14.	Stock Option Agreement and Exercise Procedure

All Stock Options granted under this Plan shall be evidenced by an agreement (the "Stock Option Agreement") between the Corporation and the Eligible Optionee which meets the general requirements and conditions set forth in this Plan and the requirements of the TSX. The procedure for exercising Stock Options shall be such procedure as is agreed to by the Corporation and the Eligible Optionee in the Stock Option Agreement or as otherwise agreed to by the Corporation and the Eligible Optionee.

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B-5

15.	General Offer for Common Shares

If a bona fide offer (the "Offer") for the Common Shares is made to shareholders generally, which Offer, if accepted in whole or in part, would result in the offeror exercising control over the Corporation within the meaning of subsection 1(3) of the Securities Act (Ontario), then the Corporation shall, immediately upon receipt of notice of the Offer, notify each Eligible Optionee then holding Stock Options of the Offer, with full particulars thereof, whereupon, notwithstanding clause 6(c) hereof but subject to any necessary regulatory approval, such Stock Options may be exercised in whole or in part by the Eligible Optionee so as to permit the Eligible Optionee to tender the Common Shares received upon such exercise (the "Optioned Shares") pursuant to the Offer. If:

	(a)	the Offer is not completed within the time specified therein; or
	(b)	the Eligible Optionee does not tender the Optioned Shares pursuant to the Offer; or
	(c)	all of the Optioned Shares tendered by the Eligible Optionee pursuant to the Offer are not taken up and paid for by the offeror in respect thereof,

then the Optioned Shares or, in the case of clause (c) above, the Optioned Shares that are not taken up and paid for, shall be returned by the Eligible Optionee to the Corporation and reinstated as authorized but unissued Common Shares and the terms of the Stock Options as set forth in clause 6(c) hereof shall again apply to the Stock Options. If any Optioned Shares are returned to the Corporation under this Section 15, the Corporation shall refund the Exercise Price to the Eligible Optionee for such Optioned Shares. In no event shall the Eligible Optionee be entitled to sell the Optioned Shares otherwise than pursuant to the Offer.

16.	Amendments and Termination of Plan

The Corporation shall retain the right to amend from time to time or to terminate the terms and conditions of this Plan by resolution of the Board. Any amendments shall be subject to the prior consent of all applicable regulatory bodies, including the TSX. Amendments and termination shall take effect only with respect to Stock Options granted thereafter, provided that they may apply to any Stock Options previously granted with the mutual consent of the Corporation and the Eligible Optionees holding such Stock Options. The Board shall have the power and authority to approve amendments relating to this Plan or to Stock Options, without further approval of the Corporation's shareholders, to the extent that such amendments relate to:

	(a)	altering the terms of vesting applicable to any Stock Options;
	(b)	changes to the date a Stock Option terminates upon the Eligible Optionee ceasing to be a director, officer, employee or consultant of the Corporation or any of its subsidiaries;
	(c)	accelerating the expiry date in respect of Stock Options;
	(d)	determining the adjustment provisions pursuant to Section 10 hereof;

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	(e)	amending the definitions contained in this Plan; or
	(f)	amendments of a "housekeeping" nature.

For certainty, it is confirmed that any amendment to this Plan or to Stock Options which does not relate to items (a) to (f) above, shall require approval of the Corporation’s shareholders. Without limiting the generality of the foregoing, any amendment to this Plan or to Stock Options which relates to the following shall require approval of the Corporation’s shareholders:

	(i)	an amendment to section 2 of this Plan to increase the percentage figure set out therein;
	(ii)	reducing the Exercise Price of a Stock Option held by an Eligible Optionee;
	(iii)	any cancellation and reissue of Stock Options or other entitlements unless permitted under the rules of the TSX;
	(iv)	extending the Term of any Stock Options held by an Eligible Optionee;
	(v)	any amendment which would permit Stock Options granted under this Plan to be transferable or assignable other than for normal estate settlement purposes;
	(vi)	amendments that increase limits previously imposed on non-employee director participation as set out in section 22 of this Plan;
	(vii)	adding to the categories of persons eligible to participate in this Plan; or
	(viii)	any amendment to section 16 of this Plan so as to increase the ability of the Board to amend this Plan without shareholder approval.

17.	Administration

This Plan shall be administered by the Board. The Board shall have full and final discretion to interpret the provisions of this Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of this Plan. All decisions and interpretations made by the Board shall be binding and conclusive upon the Corporation and on all persons eligible to participate in this Plan, subject to shareholder approval if required by the TSX.

18.	Delegation of Administration of the Plan

Subject to the Canada Business Corporations Act or any other legislation governing the Corporation, the Board may delegate to one or more directors of the Corporation, on such terms as it considers appropriate, all or any part of the powers, duties and functions relating to the granting of Stock Options and the administration of this Plan.

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19.	Applicable Law

This Plan shall be governed by and construed in accordance with the laws in force in the Province of Ontario.

20.	Stock Exchange

To the extent applicable, the issuance of any shares of the Corporation pursuant to Stock Options granted under this Plan is subject to the approval of the Plan by the TSX, and the Plan shall be subject to the ongoing requirements of the TSX.

21.	Limitation on Shares Issuable to Insiders

	(a)	The total number of Common Shares issued to "insiders" (as such term is defined under the Ontario Securities Act) of the Corporation, within any one year period, under all "security based compensation arrangements" (within the meaning of the rules of the TSX) of the Corporation shall not exceed 10% of the total number of outstanding Common Shares.
	(b)	The total number of Common Shares issuable to "insiders" (as such term is defined under the Ontario Securities Act) of the Corporation, at any time, under all "security based compensation arrangements" (within the meaning of the rules of the TSX) of the Corporation shall not exceed 10% of the total number of outstanding Common Shares.

22.	Limitation on Shares Issuable to Non-Employee Directors

	(a)	The total number of Common Shares issuable to non-employee directors of the Corporation, at any time, under all "security based compensation arrangements" (within the meaning of the rules of the TSX) of the Corporation shall not exceed 1% of the total number of outstanding Common Shares.
	(b)	Grant date value of Stock Options granted to any one non-employee director of the Corporation shall not exceed a total of Cdn$100,000 per year.

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BANRO CORPORATION

Suite 7070, 1 First Canadian Place

100 King Street West

Toronto, Ontario, M5X 1E3, Canada

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an annual and special meeting (the "Meeting") of shareholders of Banro Corporation (the "Corporation") will be held at the offices of Norton Rose Fulbright Canada LLP, Royal Bank Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto, Ontario, Canada on Thursday, the 25th day of June, 2015 at the hour of 11:00 a.m. (Toronto time), for the following purposes:

(1)	To receive and consider the audited consolidated financial statements of the Corporation as at and for the financial year ended December 31, 2014, together with the auditors' report thereon;
(2)	To elect directors of the Corporation;
(3)	To reappoint Deloitte LLP, Chartered Professional Accountants, Chartered Accountants and Licensed Public Accountants, as the auditors of the Corporation, to hold office until the close of the next annual meeting of shareholders of the Corporation at such remuneration as may be approved by the directors of the Corporation;
(4)	To consider and, if thought advisable, to approve by means of an ordinary resolution (a) certain amendments to the Corporation's stock option plan (the "Plan") (as such amendments are described in the management information circular of the Corporation (the "Circular") accompanying and forming part of this Notice) and the Plan as amended by such amendments, and (b) all unallocated stock options under the Plan; and
(5)	To transact such other business as properly may be brought before the Meeting or any adjournment or adjournments thereof.

The specific details of the matters to be put before the Meeting as identified above are set forth in the accompanying Circular. This Notice and the accompanying Circular have been sent to each director of the Corporation, each shareholder of the Corporation whose proxy has been solicited and the auditors of the Corporation.

Shareholders who are unable to attend the Meeting in person are requested to sign and return the enclosed form of proxy to the Corporation c/o TMX Equity Transfer Services, Suite 300, 200 University Avenue, Toronto, Ontario, M5H 4H1, Canada.

DATED at Toronto, Ontario, Canada the 27th day of May, 2015.

NOTE:

The directors have fixed the hour of 4:00 p.m. (Toronto time) on the 23rd day of June, 2015 before which time the instrument of proxy to be used at the Meeting must be deposited with the Corporation c/o TMX Equity Transfer Services, Suite 300, 200 University Avenue, Toronto, Ontario, M5H 4H1, Canada, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting.

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BANRO CORPORATION

Suite 7070, 1 First Canadian Place, 100 King Street West

Toronto, Ontario, M5X 1E3 Canada

FORM OF PROXY SOLICITED BY THE MANAGEMENT OF

BANRO CORPORATION FOR USE AT THE ANNUAL AND SPECIAL

MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 25, 2015

The undersigned shareholder(s) of BANRO CORPORATION (the "Corporation") hereby appoint(s) in respect of all of his or her shares of the Corporation, Richard W. Brissenden, Executive Chairman of the Board of the Corporation, or failing him, Kevin Jennings, Senior Vice President and Chief Financial Officer of the Corporation, or in lieu of the foregoing __________________________________ as nominee of the undersigned, with power of substitution, to attend, act and vote for the undersigned at the annual and special meeting (the "Meeting") of shareholders of the Corporation to be held on the 25th day of June, 2015, and any adjournment or adjournments thereof, and direct(s) the nominee to vote the shares of the undersigned in the manner indicated below:

1.	On the election of the following nominees as directors of the Corporation, as described in the Corporation’s management information circular dated May 27, 2015 (the "Circular").

		VOTE FOR	WITHHOLD VOTE
	Richard W. Brissenden	[   ]	[   ]
	John A. Clarke	[   ]	[   ]
	Maurice J. Colson	[   ]	[   ]
	Peter N. Cowley	[   ]	[   ]
	Mick C. Oliver	[   ]	[   ]
	Derrick H. Weyrauch	[   ]	[   ]

2.	VOTE FOR [   ] WITHHOLD VOTE [   ] on reappointing Deloitte LLP, Chartered Professional Accountants, Chartered Accountants and Licensed Public Accountants, as the auditors of the Corporation, to hold office until the close of the next annual meeting of shareholders of the Corporation at such remuneration as may be approved by the directors of the Corporation.
3.	VOTE FOR [   ] AGAINST [   ] the resolution approving (a) certain amendments to the Corporation's stock option plan (the "Plan") (as such amendments are described in the Circular) and the Plan as amended by such amendments, and (b) all unallocated stock options under the Plan.

This proxy confers discretionary authority in respect of amendments and variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof, whether or not the amendment or other matter that comes before the Meeting is or is not routine and whether or not the amendment or other matter that comes before the Meeting is contested.

The undersigned revokes any proxies previously given to vote the shares of the Corporation covered by this proxy.

DATED the day of                         , 2015.

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NOTES:

	(1)	The form of proxy must be dated and signed by the appointor or his or her attorney authorized in writing or, if the appointor is a body corporate, the form of proxy must be executed by an officer or attorney thereof duly authorized. If the proxy is not dated, it will be deemed to bear the date of the proxy deadline. The proxy ceases to be valid one year from its date. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy that is acceptable to the Chairman of the Meeting.
	(2)	This proxy must be dated and the signature hereon should be exactly the same as the name in which the shares are registered.
	(3)	Where a choice with respect to any matter to be acted upon at the Meeting has been specified in the form of proxy, the shares represented by the form of proxy will be voted or withheld from voting in accordance with the specifications so made. The shares represented by the form of proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for.
	(4)	A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE FORM OF PROXY. SUCH RIGHT MAY BE EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN THE FORM OF PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE THE NAME OF THE DESIRED PERSON OR BY COMPLETING ANOTHER FORM OF PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE CORPORATION C/O TMX EQUITY TRANSFER SERVICES, SUITE 300, 200 UNIVERSITY AVENUE, TORONTO, ONTARIO, M5H 4H1, CANADA, AT ANY TIME PRIOR TO 4:00 P.M. (TORONTO TIME) ON THE 23RD DAY OF JUNE, 2015, OR TO THE CHAIRMAN OF THE MEETING ON THE DAY OF THE MEETING OR ANY ADJOURNMENT THEREOF PRIOR TO THE TIME FOR VOTING.
	(5)	IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE PERSONS NAMED IN THE PROXY WILL VOTE FOR EACH OF THE MATTERS IDENTIFIED IN THE PROXY.
	(6)	If your address as shown is incorrect, please give your correct address when returning the proxy.

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BANRO CORPORATION
(the "Corporation")

FINANCIAL STATEMENT AND MD&A REQUEST FORM

In accordance with securities legislation, shareholders of the Corporation may elect annually to receive a copy of the Corporation's quarterly interim consolidated financial statements and related management's discussion and analysis ("MD&A"), the Corporation's annual consolidated financial statements and related MD&A, or both.

If you wish to receive copies of these documents, please complete this form and return it to the following address (shareholders must renew their requests to receive these documents each year):

TMX Equity Transfer Services
Suite 300, 200 University Avenue
Toronto, Ontario, M5H 4H1
Canada

[   ]	Please send me ONLY the quarterly interim consolidated financial statements and related MD&A.
[   ]	Please send me ONLY the annual consolidated financial statements and related MD&A.
[   ]	Please send me BOTH the quarterly interim consolidated financial statements and the annual consolidated financial statements, and the respective MD&A for such statements.

Copies of the Corporation's annual and quarterly consolidated financial statements and related MD&A are also available on the SEDAR website at www.sedar.com.

DATED: __________________________________, 2015.
	Signature
	I confirm that I am a shareholder of the Corporation.
	Name of Shareholder - Please Print
	Address
	Name and title of person signing if different from the name above.

The Corporation will use the information collected solely for the purpose of mailing the financial statements and MD&A to you and will treat your signature on this form as your consent to the above.

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