EXHIBIT 99.20



                                  FORM 51-102F3

                           MATERIAL CHANGE REPORT


Item 1    Name and Address of Company

          Banro Corporation
          1 First Canadian Place
          Suite 7070, 100 King Street
          West Toronto, Ontario
          M5X 1E3


Item 2    Date of Material Change

          December 8, 2004


Item 3    News Release

          The news  release  was  issued  on  December  8, 2004  through  Canada
          NewsWire.


Item 4    Summary of Material Change

          See item 5 below.


Item 5    Full Description of Material Change

          Banro  Corporation (the "Company")  announced on December 8, 2004 that
          it intends to carry out a subdivision of its outstanding common shares
          by changing each one of the  outstanding  common shares of the Company
          into two  common  shares  of the  Company  (the  "Stock  Split").  The
          Company's  management  believes that the Stock Split will benefit both
          the Company and its shareholders by increasing the market liquidity of
          the Company's shares.

          The Stock Split was authorized by  shareholders  of the Company at the
          annual and special meeting of shareholders  held on June 29, 2004. The
          Company currently has 13,282,844  common shares  outstanding and would
          therefore have 26,565,688  common shares  outstanding  after the Stock
          Split.

          The record date for the  purposes of the Stock Split has been fixed as
          the close of business on December 16, 2004. Accordingly,  shareholders
          of record as of the close of  business  on  December  16, 2004 will be
          provided with additional share  certificates by the Company to reflect
          the  split  of  their  common  shares.  The  Company's  common  shares
          commenced  trading on the TSX Venture Exchange on a split basis at the
          opening of business on December 14, 2004.





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Item 6    Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

          Not applicable.


Item 7    Omitted Information

          Not applicable.

Item 8    Executive Officer

          The name and business  telephone number of an executive officer of the
          Company who is  knowledgeable  about the material  change  referred to
          herein and this report are as follows:

          Arnold T. Kondrat (Executive Vice President) - (416) 366-2221.

Item 9    Date of Report

          December 16, 2004