We are pleased to invite you to
Your board and management remain focused on gold production from the Twangiza and Namoya mines, with longer term objectives that include the development of two additional major, wholly-owned gold projects, Lugushwa and Kamituga.
Over the past 18 months,
Do not hand control of
We have strong corporate governance with a renewed board of highly experienced professionals.
We announced several significant changes to the Board, including the appointment of
-- Refreshing the Board by adding three new independent directors over the past year:
Richard Brissenden, Matthys Terblanche, and Derrick Weyrauch. -- Ensuring the Board is majority independent, with 83% of nominees serving as independent directors. -- Appointing Richard Brissendenas Chairman to provide new and independent leadership. -- Establishing a fully independent Nominating Committee and ensuring all key committees are now fully independent. -- Having incumbent directors resign from several outside directorships to devote even more time to Banro.
"The proactive changes to the Board appear consistent with the maturation of the company from an explorer and project developer to an emerging mid-tier producer operating two mines in the
The development and reorganization of our management team and Board over the last year provides
Liberty Street has omitted critical facts in its circular and has also included misleading data.
Liberty Street has failed to include material information in its circular. It is a requirement under Canadian securities laws for any proposed nominees of a board to disclose cease trade orders and penalties against them:
-- Liberty Street and
Ed Nordholm, along with other parties, were found by a court in Albertato have breached the Alberta Securities Act in 2013 in the context of a proxy fight, for failing to disclose material information. Liberty Street failed to disclose this information in the circular it sent to you. -- Loudon Owenserved as a director of Echelon Capital Corp.("Echelon") between March 7, 2007to September 26, 2013and CEO and CFO from January 16, 2013until it was permanently delisted. Echelon was cease-traded for failing to file audited financial statements and a MD&A. Liberty Street failed to disclose this information in the circular it sent to you. -- Thomas Pladsenserved as a director of Cimatec Environment Engineering Inc.("Cimatec") from June 7, 2001to November 29, 2007. Cimatec was cease-traded in December 2007by the Ontario Securities Commissionfor failing to file its interim financial statements for the period ended September 30, 2007and its audited financial statements for the year ended December 31, 2007. Liberty Street failed to disclose this information in the circular it sent to you. -- Thomas Pladsenalso served as a director of Tengtu International Corp.("Tengtu") from January 20, 2004to November 21, 2005. Tengtu was cease- traded on October 2, 2006for failing to file audited and interim financial statements, as well as an MD&A, for periods when Thomas Pladsenwas a director. Liberty Street failed to disclose this information in the circular it sent to you.
Liberty Street has misguided
The dissident is being highly opportunistic by seeking to take control of
Liberty Street - which owns just 1,000 shares which are ineligible to vote - is proposing to take over the entire board with a group of nominees that has limited mining experience, no gold production experience, no technical background and several candidates with no public board experience. Only four of the eight dissident nominees have previously served on the board of a public company and only three dissident nominees have served as an executive of a public company. The dissident nominees lack significant gold mining experience. Other than
In addition, with their past interrelationships the ability of the dissident nominees to act independently of each other is questionable:
Edwin Nordholmand Loudon Owenwere directors of The Fight Network Inc.which declared bankruptcy in October 2010. -- Edwin Nordholmand Loudon Owenwere directors of Hangfeng Evergreen Inc.while Niral Merchantwas CFO. Hangfeng was cease traded in February 2014and subsequently delisted from the TSX in June 2014. -- Edwin Nordholm, Loudon Owenand Thomas Plasden served together on the board of Posera-HDX. -- Edwin Nordholmis the Managing Director of Liberty Street Capital, which is jointly owned by Loudon Owenand Edwin Nordholm. -- Loudon Owen, Niral Merchantand Thomas Pladsentogether were involved in a potential qualifying transaction with Imran Patel'sCongo Mineral Resources Sprl.
In its sparse circular, Liberty Street has not put forth a strategy or business plan and is simply attempting to take control of
-- An intense focus on managing cash flow and debt repayments. -- Continued waste reduction and cost containment, including ongoing review of all contracts, expenditures and budgets at its Namoya and Twangiza mines. -- Optimizing all processes to contain costs. -- Increasing throughput and recoveries at the Twangiza mine and commence commercial production at the Namoya mine in Q3 2014. -- Continued board evolution commensurate with the planned growth and evolution of the operations.
We ask that Liberty Street take the following steps to ensure that shareholders are fully informed about the material omissions and deficiencies in its circular:
1. Liberty Street must issue a revised dissident circular to all shareholders no later than the close of business day on
Wednesday, June 18, 2014with the corrected information clearly outlined on the front cover, as is normal practice when such fundamental errors occur. 2. The revised dissident circular must be sent by courier to all shareholders no later than noon on Friday, June 20, 2014to ensure that they are properly informed before the proxy voting deadline on Wednesday, June 25, 2014. 3. All proxies solicited by Liberty Street must be dated after receipt of the revised dissident circular in order to ensure that shareholders have access to factually correct information.
Protect your investment - Vote your BLUE proxy today!
We urge you - our valued shareholder - to protect your investment and reject Liberty Street's attempt to take control of your company.
Regardless of how many shares you own, your vote is important in order to send a message to Liberty Street that you support the current Board and the Company's bright future. It is crucial that you vote your BLUE proxy today. If you have already voted, you can still change your vote, simply by voting your BLUE proxy today. Your later dated BLUE proxy will replace any prior dated proxy you may have voted and will count.
Your support is critical to delivering on our plans and we ask you to support all resolutions at the meeting. If you have any questions or need assistance in voting your proxy, please contact our proxy solicitor, Kingsdale Shareholder Services, toll free in
Thank you for your continued support of
FOR FURTHER INFORMATION PLEASE CONTACT:
Banro Corporation Naomi NemethInvestor Relations +1 (416) 366-9189 or +1-800-714-7938, Ext. 2802 firstname.lastname@example.org Follow the Company on Twitter @banrocorp Source: Banro Corporation