SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM 40-F
| o | | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR |
| x | | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
Commission file number: 001-32399
(Exact Name of Registrant as Specified in its Charter)
| Canada | | 1040 | | Not Applicable |
| (Province or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code) | | (I.R.S. Employer Identification No.) |
1 First Canadian Place |
| 100 King Street West, Suite 7070 |
| Toronto, Ontario M5X 1E3 |
| (416) 366-2221 |
(Address and Telephone Number of Registrant’s Principal Executive Offices) |
DL Services,Inc. Columbia Center 701 5th Avenue, Suite 6100 Seattle, WA 98104 (206) 903-8800 |
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Name of Each Exchange On Which Registered: |
Common shares, no par value Warrants | NYSE Amex Equities NYSE Amex Equities |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:
x Annual Information Form x Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 105,961,938
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No
This amendment number one to the Annual Report on Form 40-F, as previously filed on March 29, 2010, is being filed to include the audit report of BDO Canada LLP for the financial statements of the Registrant as of December 31, 2008, incorporated by reference herein as Exhibit 99.22. No other changes to the Form 40-F have been made.
EXHIBITS |
| 99.1* | Annual Information Form of the Company for the year ended December 31, 2009 |
| | |
| 99.2* | Management’s Discussion and Analysis |
| | |
| 99.3* | Annual Financial Statements |
| | |
| 99.4 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934 |
| | |
| 99.5 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
| 99.6* | Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants, Licensed Public Accountants |
| | |
| 99.7 | Consent of BDO Canada LLP |
| | |
| 99.8* | Consent of Michael Skead |
| | |
| 99.9* | Consent of Martin Pittuck |
| | |
| 99.10* | Consent of Daniel Bansah |
| | |
| 99.11* | Consent of Anthony Smith |
| | |
| 99.12* | Consent of Gareth O’Donovan |
| | |
| 99.13* | Consent of Neil Senior |
| | |
| 99.14* | Consent of H. G. Waldeck |
| | |
| 99.15* | Consent of SENET |
| | |
| 99.16* | Consent of SRK Consulting (UK) Ltd. |
| | |
| 99.17* | Consent of C. Molloy |
| | |
| 99.18* | Consent of J. Haile |
| | |
| 99.19* | Consent of SRK (South Africa) (Pty) Ltd. |
| | |
| 99.20* | Consent of AMEC |
| | |
| 99.21* | Consent of Knight Piesold Ltd. |
| | |
| 99.22 | Audit report of BDO Canada LLP |
* Previously filed
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| | BANRO CORPORATION |
| | | | |
| | | | |
| | | | |
| | By: | /s/ Simon F.W. Village | |
| | Name: Simon F.W. Village |
| | Title: Interim President + CEO |
Date: March 9, 2011
