EXHIBIT 99.2 Banro Corporation Consolidated Financial Statements For the years ended December 31, 2002 and 2001 (Expressed in U.S. dollars) Banro Corporation Consolidated Financial Statements For the years ended December 31, 2002 and 2001 (Expressed in U.S. dollars) Contents ================================================================================ Auditors' Report 2 Consolidated Financial Statements Balance Sheets 3 Statements of Operations and Deficit 4 Statements of Cash Flows 5 Summary of Significant Accounting Policies 6-8 Notes to Financial Statements 9-18 ================================================================================ Auditors' Report - -------------------------------------------------------------------------------- To the Shareholders of Banro Corporation We have audited the consolidated balance sheet of Banro Corporation as at December 31, 2002 and the consolidated statements of operations and retained earnings and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2002 and the results of its operations and cash flows for the year then ended in accordance with generally accepted accounting principles. The financial statements for the year ended December 31, 2001 were audited by other auditors who expressed an opinion without reservation on these statements in their report dated March 8, 2002. (Signed )BDO Dunwoody LLP Chartered Accountants Toronto, Ontario February 20, 2003 (Except for Note 10, which is as at May 8, 2003) 2 ================================================================================ Banro Corporation Consolidated Balance Sheets (Expressed in U.S. dollars) December 31 2002 2001 - -------------------------------------------------------------------------------- Assets Current Cash $ 1,228,005 $ 14,537 Accounts receivable and other assets 40,571 3,734 Amounts due from related parties (Note 7) 317,108 189,856 --------------------------- 1,585,684 208,127 Accounts receivable - 313,099 Note receivable (Note 2) 208,000 200,000 Investment (Note 3) 930,673 437,638 Property, plant and equipment (Note 4) 111,619 171,850 $ 2,835,976 $ 1,330,714 --------------------------- $ 2,835,976 $ 1,330,714 ================================================================================ Liabilities and Shareholders' Equity Current Accounts payable $ 80,902 $ 381,730 Amount due to related party (Note 7) 4,912 - --------------------------- 85,814 381,730 --------------------------- Shareholders' equity Share capital (Note 6) 39,173,793 35,996,713 Stock options 29,816 - Deficit (36,453,447) (35,047,729) --------------------------- 2,750,162 948,984 --------------------------- $ 2,835,976 $ 1,330,714 ================================================================================ On behalf of the Board: (Signed) Arnold T. Kondrat Director - -------------------------- (Signed) Richard J. Lachcik Director - --------------------------- The accompanying summary of significant accounting policies and notes are an integral part of these financial statements. 3 ================================================================================ Banro Corporation Consolidated Statements of Operations and Deficit (Expressed in U.S. dollars) For the years ended December 31 2002 2001 - -------------------------------------------------------------------------------- Expenses Professional fees $ 234,588 $ 354,201 Consulting fees 356,458 141,874 Office and sundry 127,515 116,782 Salaries 185,175 67,319 Travel and promotion 262,340 55,491 Shareholder relations 83,115 42,822 Management fees 10,286 12,028 Interest and bank charges 2,532 1,811 Accounting and secretarial fees 818 1,244 Amortization 49,857 64,741 Foreign exchange loss 55,028 3,935 --------------------------- (1,367,712) (862,248) Interest and miscellaneous income earned 29,461 4,876 --------------------------- Loss from operations (1,338,251) (857,372) Equity share of loss of BRC Development Corporation (56,821) (63,266) Loss on disposition of assets (10,646) - --------------------------- Loss for the year (1,405,718) (920,638) Deficit, beginning of year (35,047,729) (34,127,091) --------------------------- Deficit, end of year $(36,453,447) $(35,047,729) ================================================================================ Loss per share (Note 6(e)) $ (0.15) $ (0.15) ================================================================================ The accompanying summary of significant accounting policies and notes are an integral part of these financial statements. 4 ================================================================================ Banro Corporation Consolidated Statements of Cash Flows (Expressed in U.S. dollars) For the years ended December 31 2002 2001 - -------------------------------------------------------------------------------- Cash was provided by (used in) Operating Activities Loss for the year $ (1,405,718) $ (920,638) Adjustments to reconcile loss to net cash provided by operating activities Equity loss 56,821 63,266 Value of options issued (Note 6(d)) 33,705 - Loss on disposition of assets 10,646 - Amortization 49,857 64,741 Interest capitalized (8,000) - Changes in non-cash working capital balances Accounts receivable 276,262 (142,003) Accounts payable (300,828) 291,016 --------------------------- (1,287,255) (643,618) Investing activities Acquisition of property, plant and equipment (22,232) (10,348) Disposition of property, plant and equipment 21,960 - Investment in BRC Development (549,856) - --------------------------- (550,128) (10,348) Financing activities Due to/from related parties (122,340) (242,186) Common shares and warrants issued for cash 3,173,191 718,701 --------------------------- 3,050,851 476,515 --------------------------- Net increase (decrease) in cash during the year 1,213,468 (177,451) Cash, beginning of year 14,537 191,988 --------------------------- Cash, end of year $ 1,228,005 $ 14,537 ================================================================================ The accompanying summary of significant accounting policies and notes are an integral part of these financial statements. 5 ================================================================================ Banro Corporation Summary of Significant Accounting Policies (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- Nature of Business Banro Corporation's (the "Company") business focus is in the exploration and development of mineral properties in the Democratic Republic of the Congo (the "Congo"). Principles of The consolidated financial statements include the accounts Consolidation of the Company, its wholly-owned subsidiary in the United States, Banro American Resources Inc., and its 93% owned subsidiary, Societe Aurifere du Kivu et du Maniema S.A.R.L. (Sakima), in the Congo. The Congolese government holds the remaining 7% ownership interest of Sakima. Investments Investments in companies subject to significant influence are accounted for using the equity method. Other long term investments are accounted for using the cost method. Property, plant Property plant and equipment is recorded at cost. and equipment Amortization is recorded as follows: Office furniture and fixtures 20% declining balance basis Office equipment Straight line over four years Leasehold improvements Straight line over five years Aircraft 25% declining balance basis Foreign Currency These consolidated financial statements are expressed in Translation United States dollars. For integrated operations, monetary assets and liabilities are translated at the spot rates of exchange in effect at the end of the year; non-monetary items are translated at historical exchange rates in effect on the dates of the transactions. Revenues and expense items, except amortization, are translated at average rates of exchange in effect during the year. Realized exchange gains and losses and currency translation adjustments are included in the consolidated statements of operations and deficit. For the self-sustaining operation, all assets and liabilities are translated at spot rates of exchange and revenue and expense items are translated at historical exchange rates in effect on the dates of the transactions. Currency translation adjustments are disclosed as a separate component of shareholders' equity. There was no cumulative translation adjustment at year end. Realized exchange gains and losses are included in the consolidated statements of operations. 6 ================================================================================ Banro Corporation Summary of Significant Accounting Policies (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- Deferred Exploration costs relating to mineral properties and rights Exploration are deferred and carried as an asset until the results of Expenditures the projects are known. As the Company currently has no operational income, any incidental revenues earned in connection with these properties or related exploration activities are applied as a reduction to capitalized exploration costs. If a property is determined to be non-commercial, non-productive or its value is impaired, those costs in excess of estimated recoveries are charged to operations. Stock Options The Company has one stock option plan which is described in Note 6(d). The Company has elected to follow the intrinsic method of accounting for stock options granted to directors, officers and employees whereby no compensation expense is recorded in the financial statements. Any consideration paid by directors, officers and employees on exercise of stock options or purchases of shares is credited to share capital. However, additional disclosure of the effects of accounting for stock-based compensation to directors, officers and employees as compensation expense, using the fair value method, is disclosed as pro-forma information. Compensation expense on stock options granted to non-employees is recorded as an expense in the period the options are vested using the fair value method. Financial Unless otherwise noted, it is management's opinion that the Instruments company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted. 7 ================================================================================ Banro Corporation Summary of Significant Accounting Policies (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- Income Taxes The asset and liability method is used to determine income taxes. Pursuant to this method, future tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying values and tax bases of assets and liabilities. Future tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. Net future income tax losses are offset by valuation allowances to the extent that they are not more likely not to be realized. Use of Estimates The preparation of consolidated financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 8 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- 1. Interest in Sakima - -- ------------------ On July 31, 1998 the Company discovered that the government of the Congo, without prior warning or consultation, had issued Presidential decrees to, among other things, (a) dissolve Sakima and (b) terminate the Company's mining convention relating to the Company's mineral properties. The Company disputes the validity of the Congolese government actions and is vigourously pursuing resolution of the disputes through legal procedures. On April 19, 2002 the government of the Congo formally signed a settlement agreement with the Company. The agreement calls for, among other things, the Company to hold 100% interest in the Twangiza, Kamituga, Lugushwa and Namoya gold deposits under a revived 30year mining convention. The government of the Congo retains 100% of the tin assets. Subsequent to the signing of the settlement agreement the Company filed with the Federal Court in Washington, DC, a notice of dismissal with respect to its legal action against the Congolese government. The Company operates primarily in one operating segment and its assets located in the Congo, including its interests in gold and other mining properties, may be subject to sovereign risks, including political and economic instability, government regulations relating to mining, military repression, civil disorder, currency fluctuations and inflation, all or any of which may impede the Company's activities in this country or may result in the impairment or loss of part or all of the Company's interest in the properties. The major components relating to Sakima included in the consolidated balance sheet are as follows: 2002 2001 ------------------------ Current assets $ 34,031 $ 315,838 Current liabilities - (30,970) ------------------------ Net assets $ 34,031 $ 284,868 ======================== As at December 31, 2002, the minority interest's share of loss exceeded its share of net assets by approximately $319,000 (December 31, 2001 - $316,000). - -------------------------------------------------------------------------------- 2. Note Receivable - -- --------------- The note, receivable from a shareholder of the Company, is secured by a pledge of marketable securities with a market value at December 31, 2002 of $85,492 and bears interest at 4% per annum. The principal and interest accrued thereon is due on November 30, 2004. 9 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- 3. Investment - -- ---------- The Company owns 3,500,000 common shares, representing 43.75% equity interest, in BRC Development Corporation (BRC) with a quoted market value of approximately $333,000 (2001 -2,000,000 common shares representing a 31% equity interest with a quoted market value of $314,000). On November 29, 2002 the Company acquired, by way of private placement 1,500,000 common shares of BRC at a price of Cdn. $0.20 per share. BRC is a corporation formed under the laws of the Province of Ontario whose principal business is the acquisition and exploration of mineral properties in Canada. The Company's investment in BRC is summarized as follows: 2002 2001 2002 2001 ------------------------ Equity investment, beginning of year $ 367,024 $ 430,290 Acquisition of 1,500,000 common shares 192,765 - Equity share of loss (56,821) (63,266) ------------------------ Equity investment, end of year 502,968 367,024 Amount due from BRC (see Note 10) 427,705 70,614 ------------------------ $ 930,673 $ 437,638 ======================== The amount due from BRC is unsecured, non-interest bearing and is due on demand. BRC's summarized audited balance sheet and income statement for the year ended December 31, 2002 and 2001, converted to US$ at the year end rate of exchange, is as follows: 2002 2001 2002 2001 ------------------------- Assets Current assets $ 596,069 $ 91,386 Investment 791,905 784,285 Mineral properties 240,455 260,750 Property, plant and equipment 76,109 103,643 ------------------------- 1,704,538 1,240,064 ------------------------- Liabilities 577,582 138,065 ------------------------- Net equity $1,126,956 $1,101,999 ========================= Income Statement Revenue $ 10 $ 91 Expenses (150,667) (199,974) Write-off of mineral claims (25,263) - ------------------------- Net loss $ (175,920) $ (199,883) ========================= 10 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- 4. Property, Plant and Equipment - -- ----------------------------- Accumulated Net Book 2002 Cost Amortization Value Office furniture and fixtures $ 18,254 $ 10,775 $ 7,479 Office equipment 103,019 57,039 45,980 Leasehold improvements 105,746 47,586 58,160 ------------------------------------- $ 227,019 $ 115,400 $ 111,619 ===================================== Accumulated Net Book 2001 Cost Amortization Value Office furniture and fixtures $ 33,721 $ 25,913 $ 7,808 Office equipment 119,969 72,334 47,635 Leasehold improvements 105,746 26,437 79,309 Aircraft 120,000 82,902 37,098 ------------------------------------- $ 379,436 $ 207,586 $ 171,850 ===================================== - -------------------------------------------------------------------------------- 5. Deferred Exploration Expenditures and Mineral Rights - -- ---------------------------------------------------- Cumulative from Inception in April 1994 Deferred Exploration Exploration cost $ 16,158,080 Amortization 30,581 ------------- Net expenditure 16,188,931 Effect of exchange rate changes 2,511 ------------- Write-off 16,191,442 (16,191,442) ------------- Balance, end of year $ - ============= Mineral Rights Mineral rights $ 9,681,194 Write-off (9,681,194) ------------- Balance, end of year $ - ============= Because of the events referred to in Note 1, the mineral rights and deferred exploration expenditures were written off in 2000. For the years ended December 31, 2002 and 2001, the Company has not capitalized any costs related to the Congo mineral properties. 11 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- 6. Share Capital - -- ------------- (a) Authorized Share Capital Unlimited number of common shares Unlimited number of preference shares, issuable in series (b) Issued Share Capital - Common Shares 2002 2001 ------------------------- ------------------------- Number of Number of Shares Amount Shares Amount Balance, beginning of year 7,472,844 $ 35,996,713 15,671,181 $ 35,278,012 Share consolidation - - (10,448,337) - Exercise of stock options 38,750 22,710 - - Exercise of warrants 425,000 125,502 (33,721) - Issued during the year 1,950,000 3,028,868 2,250,000 718,701 ------------------------- ------------------------- Balance, end of year 9,886,594 $ 39,173,793 7,439,123 $ 35,996,713 ========================= ========================= (i) In January 2001 the Company consolidated its shares on a one for three basis. (ii) In March 2001 the Company completed a private placement of 1,200,000 common shares at a price of Cdn. $0.50 per share for cash proceeds of Cdn. $600,000 (US $390,092) of which 600,000 common shares were purchased by a director of the Company. (iii)On October 15, 2001, the Company completed an arm's-length private placement of 300,000 units of the Company at a price of Cdn. $0.35 per unit for cash proceeds of Cdn. $105,000 (US $66,964). Each unit consists of one common share of the Company and one non-transferable warrant. Each warrant entitles the holder thereof to purchase one common share of the Company at a price of Cdn. $0.40 until October 15, 2003. 12 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- 6. Share Capital - (Continued) - -- --------------------------- (iv) On November 20, 2001, the Company completed a non-brokered arm's length private placement of 350,000 common shares of the Company at a price of Cdn. $0.50 per share for cash proceeds of Cdn. $175,000 (US $109,718). (v) On December 13, 2001, the Company completed an arm's length private placement of 400,000 units of the Company at a price of Cdn. $0.60 per unit for cash proceeds of Cdn. $240,000 (US $151,927). Each unit consists of one common share of the Company and one non-transferable warrant. Each such warrant entitles the holder thereof to purchase one common share of the Company at a price of Cdn. $0.70 until December 13, 2003. All 400,000 units were purchased by a director of the Company. (vi) On January 24, 2002, the Company issued by way of private placement 350,000 units of the Company at a price of Cdn. $0.70 per unit for cash proceeds of Cdn. $245,000 (US $152,886). Each unit consists of one common share of the Company and one non-transferable warrant. Each such warrant entitles the holder thereof to purchase one common share of the Company at a price of Cdn. $0.80 for a period of two years. (vii)On March 25, 2002, the Company completed a non-brokered arm's length private placement of 500,000 common shares of the Company at a price of Cdn. $1.30 per share for cash proceeds of Cdn. $650,000 (US $408,703). (viii) On April 22, 2002, the Company completed a non-brokered arm's length private placement of 100,000 units of the Company at a price of Cdn. $1.50 per unit for cash proceeds of Cdn. $150,000 (US $94,067). Each unit consists of one common share of the Company and one non-transferable warrant. Each such warrant entitles the holder thereof to purchase one common share of the Company at a price of Cdn. $1.80 for a period of two years. (ix) On May 21, 2002, the Company completed a non-brokered arm's length private placement of 1,000,000 common shares of the Company at a price of Cdn. $3.65 per share for cash proceeds of Cdn. $3,650,000 (US $2,373,212). 13 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- 6. Share Capital - (Continued) - -- --------------------------- (c) Warrants The following is a summary of the continuity of warrants for the years ended December 31, 2002 and 2001. Number of warrants Balance, January 1, 2001 125,000 Issued during 2001 700,000 ----------- Balance, December 31, 2001 825,000 Exercised during 2002 (425,000) Issued during 2002 (Note 6(b)(vi)(viii)) 450,000 ----------- Balance, December 31, 2002 850,000 =========== The following table summarizes information about warrants outstanding at December 31, 2002: Warrants Outstanding and Exercisable ------------------------------------------ Exercise Number Price Expiry Date of Grant Outstanding Cdn. $ Date 12/13/01 400,000 $ 0.70 12/13/03 01/24/02 350,000 0.80 01/24/04 04/22/02 100,000 1.80 04/22/04 -------------------------- 850,000 $ 0.87 ========================== (d) Stock Options In January 2001, the Company's 1995 and 1996 Stock Option Plans were terminated and a new 2001 Stock Option Plan was established. Under the 2001 Stock Option Plan, options vest 25% immediately at grant date and 25% on each of the three consecutive six-month periods subsequent to the issuance. As at December 31, 2002 the Company had 744,250 stock options outstanding to acquire common shares at a weighted-average price of Cdn. $0.82 per share, expiring at various dates between January 2004 and January 2007. 14 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- 6. Share Capital - (Continued) - -- --------------------------- (d) Stock Options - (Continued) The following table summarizes information about stock options outstanding and exercisable at December 31, 2001: Options Outstanding and Exercisable --------------------------------------------------- Number Options Options Number Options Outstand- Granted Exercised Outstand- Exercis- Exercise Date of ing at During Expired or ing at able at Price Expiry Grant 1/1/02 the Year Forfeited 12/32/02 12/31/02 Cdn. $ Date 01/31/01 465,000 - 68,750 396,250 396,250 $ 0.60 01/31/04 01/31/01 40,000 - 10,000 30,000 30,000 1.00 01/31/04 10/12/01 40,000 - - 40,000 30,000 0.60 10/12/04 01/08/02 - 233,000 10,000 223,000 106,500 0.80 01/08/07 04/03/02 - 25,000 - 25,000 12,500 1.70 04/03/04 04/26/02 - 30,000 - 30,000 15,000 3.30 04/26/04 -------------------------------------------------------- 545,000 288,000 88,750 744,250 590,250 ======================================================== The weighted average grant-date fair value of 178,000 stock options granted to employees, directors and officers during 2002 was $58,822. No compensation cost was recognized in the income statement for these stock options. Had the fair value of these options been expensed, the loss for the year would be $1,464,540 and the loss per share would be $0.16. During 2002 the Company issued a total of 110,000 stock options to consultants and other service providers, of which 10,000 were exercised on January 26, 2002 and 45,000 were exercisable as at December 31, 2002. The weighted average grant-date fair value of these vested stock options was $33,705. This amount was recognized in the income statement as an expense and was credited accordingly to contributed surplus in the balance sheet. The Black-Scholes option-pricing model was used to estimate values of all stock options granted during the year based on the following weighted average information: (i) risk-free interest rate: 2.54% (ii) expected volatility: 124% (iii) expected life: 4.38 years (iv) expected dividends: $Nil (e) Loss per Share Loss per share was calculated on the basis of the weighted average number of common shares outstanding for the year ended December 31, 2002, amounting to 9,183,681 (2001 - 6,327,091) common shares. Fully diluted earnings per share has not been presented since the exercise of the options and warrants would be anti-dilutive. 15 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- 7. Related Party Transactions - -- -------------------------- Amounts due from Related Parties The amounts primarily represent advances of $215,725 (2001 -$26,983) due from a company whose director and shareholder is a director of the Company and from BRC and it's investee company and advances of $101,393 (2001 -$139,281) to employees of the Company. All amounts due from related parties are unsecured, non-interest bearing and repayable upon demand. Amounts due to Related Parties At December 31, 2002 an amount of $4,912 was due to a director and officer of the Company. This amount is unsecured, non-interest bearing and payable upon demand. Management, Directors, General and Accounting Fees Management fees of $10,286 (2001 - $12,000) were paid to an officer of the Company. The Company's share of general expenses amounting to $53,986 ( 2001 -$54,912) were paid or payable to a corporation that is wholly owned by a director of the Company. Accounting fees of $814 (2001 - $1,244) were paid to an officer of the Company. Legal fees of $98,442 (2001 -$56,679) were paid to a law firm whose two partners are also directors of the Company. These transactions are in the normal course of operations and are measured at the exchange value. 16 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- 8. Income Taxes - -- ------------ The Company's income tax provision (recovery) for the year ended December 31, 2002 has been calculated as follows: 2002 2001 ---------------------------- Net loss for the year $ (1,405,718) $ (920,638) ---------------------------- Combined federal and provincial tax rates 38.62% 41.74% Income tax recovery at Canadian federal and provincial statutory rates (542,888) (384,292) Effect of income tax rates of other jurisdictions compared to Canadian rates - (3,741) Losses of subsidiaries not taken for tax 10,295 - Non-deductible amounts expensed 43,487 75,165 Losses expired 123,438 - Change in tax rate 307,381 - Change in valuation allowance 58,287 312,868 ---------------------------- Net future income tax asset recorded $ - $ - ============================ The Company's future income tax assets and liabilities at December 31, 2002 are summarized as follows: Property plant and equipment $ 20,169 $ 14,461 Non-capital losses carried forward 2,314,795 2,262,216 ---------------------------- Net future tax asset before valuation allowance 2,334,964 2,276,677 Valuation allowance (2,334,964) (2,276,677) ---------------------------- Net future tax asset $ - $ - ============================ As at December 31, 2002, the Company has available tax losses for Canadian income tax purposes that may be carried forward to reduce taxable income derived in future years. A summary of these losses is provided below. These losses will expire as follows: 2003 $ 1,039,268 2004 456,133 2005 1,071,946 2006 536,939 2007 1,307,224 2008 696,048 2009 1,213,566 ----------- $ 6,321,124 =========== 17 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) December 31, 2002 - -------------------------------------------------------------------------------- 8. Income Taxes - (Continued) - -- -------------------------- A valuation allowance has been recorded to offset the potential benefits of these carry-forward non-capital losses and deductible temporary differences in these consolidated financial statements as the realization thereof is not considered more likely than not. In addition the Company had capital losses of $23,387,988 (2001 -$23,274,168) which could be used to offset capital gains in future tax periods. - -------------------------------------------------------------------------------- 9. Lease Commitments - -- ----------------- The Company's future minimum lease commitments for office premises as at December 31, 2002 for the following three years are as follows: 2003 $ 108,328 2004 108,328 2005 72,219 This cost is shared equally with two related companies. - -------------------------------------------------------------------------------- 10. Subsequent Events - --- ----------------- On May 8, 2003 BRC Development Corporation repaid the amount due to the Company in full. - -------------------------------------------------------------------------------- 11. Comparative Figures - --- ------------------- Certain of the prior year's amounts have been reclassified to conform to the current year's presentation. 18