Banro Corporation - ss. 4(b) of Reg. 298

Headnote

Consent given to OBCA corporation to continue under the CBCA.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B16, as am.

Canada Business Corporations Act, R.S.C. 1985, c. C-44, as am.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulation Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

ONT. REG. 289/00, AS AM., (THE "REGULATION") MADE UNDER

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c.B.16, AS AM. (THE "OBCA")

AND

IN THE MATTER OF

BANRO CORPORATION

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Banro Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Applicant to continue in another jurisdiction, as required by subsection 4(b) of the Regulation;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA").

2. Pursuant to subsection 4(b) of the Regulation, where the corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission.

3. The Applicant was incorporated under the CBCA on May 3, 1994 and continued under the OBCA on October 24, 1996, and its head office is located at Suite 7070, 1 First Canadian Place, 100 King Street West, Toronto, Ontario. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"). The Applicant's authorized share capital consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series.

4. The Applicant intends to remain a reporting issuer under the Act.

5. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made thereunder.

6. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.

7. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the CBCA by special resolution at a meeting of shareholders held on March 8, 2004.

8. The CBCA provides that only 25% of the directors of a corporation must be resident Canadians, subject to certain exceptions. The principal reason for the said proposed continuance is that the Applicant's management believes that the interests of the Applicant will be better served under the CBCA by providing the Applicant with greater flexibility in attracting experienced directors of any nationality to serve the Applicant.

9. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

March 12, 2004.