EXHIBIT 99.4 Banro Corporation Interim Consolidated Financial Statements September 30, 2004 (Expressed in U.S. dollars) NOTICE TO READER These interim consolidated financial statements of Banro Corporation as at and for the three and nine month periods ended September 30, 2004 have been prepared by management of Banro Corporation. The auditors of Banro Corporation have not audited or reviewed these interim consolidated financial statements. Banro Corporation Interim Consolidated Financial Statements September 30, 2004 (Expressed in U.S. dollars) Contents ================================================================================ Consolidated Financial Statements Balance Sheets 2 Statements of Operations and Deficit 3 Statements of Cash Flows 4 Summary of Significant Accounting Policies 5-6 Notes to Financial Statements 7-14 ================================================================================ Banro Corporation Consolidated Balance Sheets (Expressed in U.S. dollars) As at: September 30, December 2004 2003 (unaudited) - -------------------------------------------------------------------------------- Assets Current Cash $ 10,216,302 $ 938,930 Accounts receivable and prepaid expenses 318,575 12,495 Amounts due from related parties 28,148 50,596 ----------------------------- 10,563,025 1,002,021 Note receivable (Note 2) 216,320 216,320 Investments (Note 3) 958,917 1,014,939 Property, plant and equipment (Note 4) 142,456 447,511 Deferred exploration expenditures (Note 5) 322,690 1,494,956 ----------------------------- $ 13,680,729 $ 2,698,426 ================================================================================ Liabilities and Shareholders' Equity Current Accounts payable $ 8,776 $ 40,953 ----------------------------- 8,776 40,953 ----------------------------- Shareholders' equity Share capital (Note 6) 51,344,037 39,469,888 Contributed surplus (Note 6) 502,014 1,960,254 Deficit (39,632,338) (37,314,429) ----------------------------- 13,671,953 2,657,473 ----------------------------- $ 13,680,729 $ 2,698,426 ================================================================================ 2 ================================================================================ Banro Corporation Consolidated Statements of Operations and Deficit (Expressed in U.S. dollars) (Unaudited) - -------------------------------------------------------------------------------- Three months ended Nine months ended September 30, September 30, 2004 2003 2004 2003 - ------------------------------------------------------------------------------------------------------------- Expenses Professional fees $ 20,185 $ 67,099 $ 142,120 $ 135,355 Consulting fees 26,219 19,281 34,338 196,942 Office and sundry 149,932 27,157 316,582 92,418 Salary 165,689 67,838 344,441 195,852 Stock option compensation expense 501,498 - 1,298,371 - Travel and promotion 54,983 73,679 332,259 153,157 Shareholder relations 19,875 20,549 45,632 34,903 Management fees - 3,050 - 30,716 Interest and bank charges 1,628 741 4,106 2,684 Amortization 13,755 11,122 36,501 32,926 Foreign exchange loss (422,761) 3,081 (177,475) (271,762) ------------------------------------------------------------ (531,003) (293,597) (2,376,875) (603,191) Interest income 38,402 4,658 97,953 17,585 ------------------------------------------------------------ Loss from operations (492,601) (288,939) (2,278,922) (585,606) Equity share of loss of BRC Diamond Corp (28,398) (17,182) (62,804) (87,105) Miscellaneous income earned 23,816 62,401 23,816 361,457 ------------------------------------------------------------ Net earnings (loss) for the period (497,183) (243,720) (2,317,910) (311,254) Deficit, beginning of the period (39,135,155) (36,520,981) (37,314,428) (36,453,447) ------------------------------------------------------------ Deficit, end of the period $ (39,632,338) $(36,764,701) $(39,632,338) $(36,764,701) ============================================================================================================= Earnings (loss) per share $ (0.04) $ (0.02) $ (0.19) $ (0.03) ============================================================================================================= 3 ================================================================================ Banro Corporation Consolidated Statements of Cash Flows (Expressed in U.S. dollars) (Unaudited) - -------------------------------------------------------------------------------- Three months ended Nine months ended September 30, September 30, 2004 2003 2004 2003 - ------------------------------------------------------------------------------------------------------------ Cash provided by (used in) Operating activities Net earnings (loss) for the period $(497,183) $(243,720) $ (2,317,910) $(311,254) Adjustments to reconcile loss to net cash Provided by operating activities Equity loss 28,398 17,182 62,804 87,105 Value of options issued 501,498 (3,038) 1,298,371 15,539 Amortization 13,755 11,122 36,501 32,926 Changes in non-cash working capital Accounts receivable and prepaid exp. (5,905) (152,699) (306,080) (152,128) Accounts payable (13,815) (1,432) (32,177) (66,183) --------------------------------------------------------- 26,748 (372,585) (1,258,491) (393,995) --------------------------------------------------------- Investing activities Capital Assets (336,788) (2,023) (357,727) (5,885) Deferred exploration expenditures (424,405) - (996,225) - Advances to BRC/NBI 2,683 (152,290) (6,782) 255,005 --------------------------------------------------------- (758,510) (154,313) (1,360,734) 219,118 --------------------------------------------------------- Financing activities Due to/from related parties (28,148) 156,017 22,448 (206,952) Common shares and warrants issued 23,494 - 11,874,149 - --------------------------------------------------------- (4,654) 156,017 11,896,597 (206,952) --------------------------------------------------------- Net increase (decrease) in cash during the period (736,416) (370,881) 9,277,372 (381,829) Cash, beginning of the period 10,952,718 1,217,057 938,930 1,228,005 --------------------------------------------------------- Cash, end of the period $10,216,302 $ 846,176 $10,216,302 $ 846,176 ============================================================================================================ 4 ================================================================================ Banro Corporation Summary of Significant Accounting Policies (Expressed in U.S. dollars) (Unaudited) September 30, 2004 - -------------------------------------------------------------------------------- Nature of Business Banro Corporation's (the "Company") business focus is the exploration of mineral properties in the Democratic Republic of the Congo (the "Congo"). The Company was continued under the Canada Business Corporations Act on April 2, 2004. The Company was previously governed by the Ontario Business Corporations Act. Principles of These consolidated financial statements include the accounts Consolidation of the Company, its wholly-owned subsidiary in the United States, Banro American Resources Inc., and its wholly-owned subsidiaries in the Congo, Banro Congo Mining SARL, Kamituga Mining SARL, Lugushwa Mining SARL, Namoya Mining SARL and Twangiza Mining SARL. Up to September 30, 2003, the consolidated financial statements also included the accounts of the Company's 93% owned subsidiary in the Congo, Societe Aurifere du Kivu et du Maniema S.A.R.L. ("Sakima"). The Congolese government held the remaining 7% ownership interest of Sakima (Note 1). 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 Vehicles - Straight line over four years Leasehold improvements - Straight line over five years Foreign Currency These consolidated financial statements are expressed in the Translation functional currency of the Company, 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 period; 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 period. Realized exchange gains and losses and currency translation adjustments are included in the consolidated statements of operations and deficit. 5 ================================================================================ Banro Corporation Summary of Significant Accounting Policies (Expressed in U.S. dollars) (Unaudited) September 30, 2004 - -------------------------------------------------------------------------------- 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 a stock option plan, which is described in Note 6(d). During 2003 the Company adopted, on a prospective basis, the fair value method of accounting for stock options granted to directors, officers and employees whereby the weighted average fair value of options granted is recorded as a compensation expense in the financial statements. 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. Any consideration paid by directors, officers, employees and consultants on exercise of stock options or purchases of shares is credited to share capital. 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 its financial instruments. The fair values of its financial instruments approximate their carrying values, unless otherwise noted. 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 These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles which require 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. 6 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) September 30, 2004 - -------------------------------------------------------------------------------- 1. Interest in Congolese Subsidiaries - -- ---------------------------------- On July 31, 1998, the Company discovered that the government of the Congo, without prior warning or consultation, had issued Presidential decrees purporting to, among other things, (a) dissolve Sakima and (b) terminate the Company's mining convention relating to the Company's mineral properties. The Company disputed the validity of the Congolese government actions and vigorously pursued resolution of the disputes through legal procedures. On April 18, 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% interests in the Twangiza, Kamituga, Lugushwa and Namoya gold deposits under a revived 30-year mining convention. The government of the Congo will retain 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. On May 30, 2003, the government of the Congo issued Presidential decrees to rescind the July 31, 1998 decrees and to amend the Company's mining convention in accordance with the settlement agreement signed on April 18, 2002. On September 30, 2003, the Company wound up the operations of Sakima and will transfer all its shares in Sakima to the government of Congo in accordance with the April 18, 2002 settlement agreement after Sakima's title in the gold deposits is transferred to the Company's new wholly-owned Congolese subsidiaries. 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. - -------------------------------------------------------------------------------- 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 September 30, 2004 of $67,433 and bears interest at 4% per annum. The principal and interest accrued thereon is due on November 30, 2004. 7 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) September 30, 2004 - -------------------------------------------------------------------------------- 3. Investments - -- ----------- (a) Investment in Nevada Bob's International Inc. Effective December 31, 2003, the Company entered into an agreement with Nevada Bob's International Inc. (NBI), a franchisor of golf equipment and apparel, in order to purchase 941,255 common shares of NBI at a price of $0.40 per share, or $376,502 in the aggregate, in order to settle an outstanding debt of NBI to the Company of the equivalent amount. The transaction closed in February 2004. The quoted market value of the shares on September 30, 2004 was $0.30 per share or $282,377 in aggregate. The investment represents 6.05% of outstanding common shares of NBI and is accounted for under the cost method, as management does not have the ability to exercise significant influence over NBI. This investment will continue to be carried at cost and will be written down only when there has been a loss in value which is other than temporary. (b) Investment in BRC Diamond Corporation On March 10, 2004, the Company completed a debt settlement transaction with BRC Diamond Corporation (formerly BRC Development Corporation) (BRC). Pursuant to this transaction, the Company purchased 244,032 common shares of BRC at a price of Cdn. $1.35 per share, or Cdn. $329,443 in aggregate, in order to settle an outstanding debt of BRC to the Company of the equivalent amount. The Company owns 3,744,032 common shares, representing a 40.09% (Dec. 31, 2003 - 40.30%) equity interest, in BRC with a quoted market value of approximately $5,935,040 at September 30, 2004 (Dec. 31, 2003 - $3,509,448). On August 11, 2004 BRC, whose principal business is the acquisition and exploration of mineral properties, was continued under the Canada Business Corporations Act and changed its name from BRC Development Corporation to BRC Diamond Corporation. The Company's investment in BRC is summarized as follows: As at and for the As at nine month period and for the ended Sept. 30, year ended 2004 Dec. 31, 2003 Equity investment, beginning of year $ 383,338 $ 502,968 Acquisitions 254,099 - ------------------------------------------ 637,437 502,968 Share of equity loss (62,804) (116,731) Loss on dilution of interest - (2,899) ------------------------------------------ Equity investment, end of period 574,633 383,338 Amount due from BRC 7,782 255,099 ------------------------------------------ $ 582,415 $ 638,437 ========================================== The amount due from BRC is unsecured, non-interest bearing and is due on demand. 8 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) September 30, 2004 - -------------------------------------------------------------------------------- 3. Investments (continued) - -- ----------------------- (b) Investment in BRC Diamond Corporation (continued) BRC's summarized consolidated balance sheets and income statements as at and for the nine month period ended September 30, 2004 (unaudited) and as at and for the year ended December 31, 2003 (audited), converted to US $ at the period end rate of exchange, is as follows: 2004 2003 -------------------------------- Assets Current assets $ 22,796 $ 59,689 Investment 1,044,614 1,016,542 Mineral properties 375,702 358,309 Deferred pre-operating costs 18,048 17,340 Property, plant and equipment 32,713 57,879 -------------------------------- 1,493,873 1,509,759 --------------------------------- Liabilities 82,113 378,921 --------------------------------- Net Equity $ 1,411,760 $ 1,130,838 ================================= Income Statement Revenue $ - $ 2 Expenses (158,334) (340,649) Write-off of mineral claims - (3,169) --------------------------------- Net Loss $ (158,334) $ (343,816) ================================ - -------------------------------------------------------------------------------- 4. Property, Plant and Equipment - -- ----------------------------- Accumulated Net Book As at September 30, 2004 Cost Amortization Value Office furniture and fixtures $ 18,254 $ 13,031 $ 5,223 Office equipment 240,592 83,962 156,630 Vehicle 191,343 14,161 177,182 Communication equipment 27,731 - 27,731 Field camps 35,584 - 35,584 Surveying 24,012 - 24,012 Leasehold improvement 105,746 84,597 21,149 ------------------------------------------ $ 643,262 $ 195,751 $ 447,511 ========================================== 9 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) September 30, 2004 - -------------------------------------------------------------------------------- 4. Property, Plant and Equipment (continued) - -- ----------------------------------------- Accumulated Net Book As at December 31, 2003 Cost Amortization Value Office furniture and fixtures $ 18,254 $ 12,162 $ 6,092 Office equipment 114,390 59,235 55,155 Vehicle 47,145 2,947 44,198 Leasehold improvement 105,746 68,735 37,011 ---------------------------------------- $ 285,535 $ 143,079 $ 142,456 ======================================== - -------------------------------------------------------------------------------- 5. Deferred Exploration Expenditures - -- --------------------------------- Deferred Exploration Cumulative Nine month from inception period ended in April 1994 to September 30, September 30, 2004 2004 ------------------------------------------- Exploration cost $ 996,225 $ 17,472,396 Stock option compensation expense 159,869 159,869 Amortization 16,172 51,622 ------------------------------------------- Net expenditure 1,172,266 17,683,887 Effect of exchange rate change - 2,511 ------------------------------------------- 1,172,266 17,686,398 Write-off - (16,191,442) ------------------------------------------- Balance, end of period $ 1,172,266 $ 1,494,956 =========================================== Mineral rights Cumulative from inception 2004 in April 1994 Mineral rights $ - $ 9,681,194 Write-off - (9,681,194) ------------------------------------------- Balance, end of period $ - $ - =========================================== 10 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) September 30, 2004 - -------------------------------------------------------------------------------- 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 As at September 30, 2004 As at December 31, 2003 ----------------------------------- ---------------------------------- Number of Amount Number of Amount Shares Shares Balance - Beginning of period 10,427,844 $ 39,469,888 9,886,594 $ 39,173,793 Exercise of stock options 485,000 273,192 41,250 23,017 Exercise of warrants 350,000 286,048 500,000 273,078 Issued during the period 2,000,000 11,314,909 - - ----------------------------------- ---------------------------------- Balance - End of period 13,262,844 $ 51,344,037 10,427,844 $ 39,469,888 =================================== ================================== On March 30, 2004, the Company completed a private placement (the "Offering") of 2,000,000 common shares at Cdn. $8.00 per share for gross proceeds of Cdn. $16,000,000 (US$ 11,979,203). The net proceeds of the financing will be used to advance the Company's projects in the Congo located within the Twangiza - Namoya gold belt and for general corporate purposes. Kingsdale Capital Markets Inc. and Kingsdale Capital Partners Inc. (collectively, the "Agent") acted as the Company's agent in connection with the Offering. In consideration for its services, the Company paid to the Agent a cash fee equal to 6% of the gross proceeds of the Offering and issued to the Agent 120,000 broker warrants (the "Broker Warrants"). Each Broker Warrant entitles the holder thereof to purchase one common share of the Company at a price of $8.00 per share for a period of one year. (c) Warrants The following table summarizes information about warrants outstanding and exercisable at September 30, 2004: Exercise Number price Date of Grant Outstanding Cdn $ Expiry Date 03/30/04 120,000 8.00 3/29/05 -------------------------- 120,000 ========================== 11 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) September 30, 2004 - -------------------------------------------------------------------------------- 6. Share Capital (Continued) - -- ------------------------- (d) Stock Options The Company has an incentive Stock Option Plan under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or service providers of the Company to a maximum of 3,100,000 common shares. As at September 30, 2004, the number of stock options still available to be granted under this Stock Option Plan was 678,500. Under this 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 September 30, 2004, the Company had 1,856,500 stock options outstanding to acquire common shares at a weighted-average price of Cdn. $5.89 per share, expiring at various dates between October 2004 and August 2009. The following table summarizes information about stock options outstanding and exercisable at September 30, 2004: Options outstanding and exercisable ----------------------------------------------------------------------------- Options Options Exercised, Number granted Expired Number Options Exercise Date outstanding during the or outstanding Exercisable price Expiry of grant at 12/31/03 period Forfeited at 09/30/04 at 09/30/04 Cdn $ date 01/31/01 375,000 - 375,000 - - 0.60 01/31/04 01/31/01 20,000 - 20,000 - - 1.00 01/31/04 10/12/01 40,000 - 40,000 - - 0.60 10/12/04 01/08/02 183,000 - 15,000 168,000 168,000 0.80 01/08/07 04/03/02 25,000 - 25,000 - - 1.70 04/03/04 04/26/02 10,000 - 10,000 - - 3.30 04/26/04 10/16/03 168,500 - - 168,500 84,250 4.00 10/16/08 10/16/03 60,000 - - 60,000 30,000 4.00 10/16/06 10/29/03 100,000 - - 100,000 50,000 4.11 10/29/08 10/29/03 100,000 - - 100,000 50,000 4.11 10/29/06 01/21/04 - 400,000 - 400,000 200,000 6.00 01/21/09 02/03/04 - 50,000 - 50,000 25,000 6.00 02/03/09 02/17/04 - 150,000 - 150,000 75,000 7.00 02/17/09 03/16/04 - 200,000 - 200,000 100,000 8.20 03/16/09 06/24/04 - 420,000 - 420,000 105,000 8.00 06/22/09 08/31/04 40,000 - 40,000 10,000 8.00 08/31/09 -------------------------------------------------------------- 1,081,500 1,260,000 485,000 1,856,500 897,250 ============================================================== 12 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) September 30, 2004 - -------------------------------------------------------------------------------- 6. Share Capital (Continued) - -- ------------------------- (d) Stock Options (continued) 2003 As at December 31, 2003, the weighted average grant-date fair value of 158,625 vested stock options granted to employees, directors and officers was $378,724. This amount was recognized in the income statement as an expense and was credited accordingly to contributed surplus in the balance sheet. During the year ended December 31, 2003, a total of 72,500 stock options previously issued to consultants and other service providers vested. The weighted average grant-date fair value of these vested stock options was $93,474. This amount was recognized in the income statement as an expense and was credited accordingly to options in the balance sheet. During 2003 a total of 50,000 options previously granted to consultants were cancelled. Accordingly an amount of $16,986 relating to these options was transferred to contributed surplus. 2004 During the nine month period ended September 30, 2004, the Company recognized in the income statement as an expense $1,298,371 representing the weighted average grant-date fair value of stock options granted to employees, directors and officers under the Company's stock option plan. In addition, an amount of $159,869 related to stock options issued to employees of the Company's subsidiaries in the Congo was capitalized as deferred exploration expenditures. These amounts were 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: 2.48% (2003 - 2.54%) (ii) expected volatility: 96.48% (2003 - 118%) (iii) expected life: 5 years (2003 - 3.74 years) (iv) expected dividends: $Nil (2003 - $Nil) (e) Earnings (Loss) per Share Earnings (loss) per share was calculated on the basis of the weighted average number of common shares outstanding for the nine month period ended September 30, 2004, amounting to 12,456,786 (September 30, 2003 - 9,886,594) common shares. Fully diluted earnings (loss) per share have not been presented since the exercise of the options and warrants would be anti-dilutive. 13 ================================================================================ Banro Corporation Notes to Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) September 30, 2004 - -------------------------------------------------------------------------------- (f) Contributed Surplus As at September As at Dec. 31, 30, 2004 2003 ------------------------------------- Stock option compensation $ 1,960,254 $ 502,014 ===================================== 7. Related Party Transactions - -- -------------------------- Management fees of $Nil (September 30, 2003 - $30,716) were paid to directors of the Company during the nine month period ended September 30, 2004. During the quarter ended September 30, 2004, an amount of $28,148 was due from a corporation wholly-owned by a director of the Company relating to common general expenses. Legal fees of $212,377 (September 30, 2003 - $29,535) were paid during the nine month period ended September 30, 2004 to a law firm of which two partners are also directors of the Company. These transactions are in the normal course of operations and are measured at the exchange value. - -------------------------------------------------------------------------------- 8. Segmented Reporting - -- ------------------- The Company has one operating segment: the acquisition, exploration and development of precious metal projects located principally in the Congo. Geographic segmentation of capital assets and deferred exploration costs is as follows: As at As at September 30, December 31, 2004 2003 ------------------------------- Congo - deferred exploration costs $ 1,494,956 $ 322,690 Congo - capital assets 366,360 68,983 Canada - capital assets 81,151 73,473 ------------------------------- $ 1,942,467 $ 465,146 =============================== - -------------------------------------------------------------------------------- 9. Comparative figures - -- ------------------- Certain of the prior period's amounts have been reclassified to conform to the current period's presentation. 14