Burcon Announces Annual General and Special Meeting Date
Burcon postpones its shareholder meeting and more than doubles a planned convertible debenture financing to $21 million, subject to approvals.
Rhea-AI Summary
Burcon NutraScience (BRCNF) will hold its virtual annual general and special meeting on September 24, 2026, after postponing the previously scheduled September 16, 2026 meeting to allow shareholders time to review an amended and restated management proxy circular dated September 4, 2026.
The circular reflects an upsized non-brokered private placement of convertible debentures, increased from $8.1 million to $21 million in aggregate principal amount following strong investor interest. Insider participation is unchanged. An existing prepayment right is replaced with an accelerated conversion right, allowing the company to force conversion after four months and one day if the volume-weighted average share price is at or above $3.20 for 14 consecutive trading days, with 15 days’ notice. Benchmark Company is engaged as exclusive placement agent on a best efforts basis, earning cash fees of 5.0% or 8.0% of gross proceeds from specified investor groups, excluding insiders. The TSX has conditionally approved the upsized placement, which remains subject to shareholder approval and limits insider participation to not more than 25% of market capitalization under MI 61-101 exemptions.
Positive
- Convertible debenture financing upsized from $8.1 million to $21 million aggregate principal amount
- Conditional TSX approval obtained for the upsized private placement, subject to standard conditions
- Accelerated conversion right tied to a $3.20 VWAP for 14 trading days may limit long-term interest costs
- Benchmark engagement with 5.0% and 8.0% success-based fees may broaden investor participation
Negative
- Potential shareholder dilution from conversion of up to $21 million in convertible debentures
- Cash fees up to 8.0% of gross proceeds payable to the placement agent reduce net financing proceeds
- Financing and meeting timing depend on shareholder approval and satisfying TSX conditional requirements
AI-generated analysis. How Rhea-AI works. Not financial advice.
Company upsizes convertible debenture financing from
Vancouver, British Columbia--(Newsfile Corp. - September 4, 2026) - Burcon NutraScience Corporation (TSX: BU) (OTCQB: BRCNF) ("Burcon" or the "Company"), a global technology leader in plant-based protein innovation, is pleased to announce its annual general and special meeting of shareholders (the "AGSM") will be held virtually on September 24, 2026.
Burcon has filed the meeting materials on www.sedarplus.ca in connection with its AGSM to be held on September 24, 2026. The AGSM that had originally been scheduled for September 16, 2026 has now been postponed to provide shareholders sufficient time to review the amended and restated management proxy circular dated September 4, 2026 (the "A&R Circular"), which reflects the changes to the Private Placement described below. The meeting materials will be mailed out to shareholders and are available for viewing on the Company's website at www.burcon.ca. Shareholders should note that the A&M Circular supersedes the original version dated July 31, 2026, and that shareholders should only refer to the A&R Circular and related meeting materials dated September 4, 2026.
On August 12, 2026, Burcon announced (the "Announcement") a non-brokered private placement of convertible debentures (the "Convertible Debentures") for an aggregate principal amount of up to
Following the Announcement, the Company received strong investor interest in the financing. After due consideration, disinterested members of the board unanimously approved an increase in the aggregate principal amount of the Private Placement from
All other terms of the Upsized Private Placement remain unchanged except that the existing prepaying right will be replaced with an accelerated conversion right. Under the accelerated conversion right, the Company may, at its sole discretion, require holders to convert all but not less than all of the then outstanding principal amount of the Convertible Debentures, at the conversion price at any time after the date that is four months and one day following the issuance of the Convertible Debenture, provided that the Company gives fifteen (15) days' advance written notice of such conversion to the holder, which notice may be given at any time after the daily volume weighted average trading price of the common shares on the Toronto Stock Exchange (the "TSX"), or such other Canadian stock exchange on which the Shares are listed and posted for trading, is at or greater than
In addition, the Company has engaged (the "Engagement") The Benchmark Company, LLC with offices in New York, USA ("Benchmark") to act, on a best efforts basis, as the exclusive placement agent for the Upsized Private Placement. Under the terms of the Engagement, the Company will pay Benchmark a cash fee equal to five percent (
The Company intends to use the net proceeds from the Upsized Private Placement to: a) continue to accelerate growth through investments in: (i) inventory, labor and production capability and (ii) planning and implementing certain infrastructure investments for capacity expansion in anticipation of accelerating customer demand; (b) improve production efficiency, including implementing maintenance programs and developing training programs for production labor; (c) strengthening organizational structure including investor relations and production and operational management at the production facility in Galesburg, Illinois; (d) partial repayment of the senior secured loan from Large Scale Investments Limited, an entity related to Alan Chan, a director of Burcon; (e) reduction of short term debt that may be advanced from insiders form time to time; and (f) for working capital requirements and other general corporate purposes.
Updated Voting Instructions
Shareholders should disregard the form of proxy or voting instruction form received in connection with the September 16, 2026 shareholder meeting and vote using the new form of proxy or voting instruction form for the AGSM that is being mailed to them. Proxies must be received by 10am Pacific Time on September 22, 2026. For further information on voting procedures, shareholders should refer to A&R Circular.
The Upsized Private Placement has been conditionally approved by the TSX, subject to Burcon complying with the terms of such conditional approval, including receipt of shareholder approval.
The issuance of Convertible Debentures to insiders under the Upsized Private Placement will be considered a related party transaction under Multilateral Instrument 61-101. The Company will be relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 on the basis that the participation in the Upsized Private Placement by insiders does not exceed
The securities being offered under the Upsized Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
About Burcon NutraScience Corporation
Burcon is a global technology leader in plant-based proteins for food and beverage applications. The Company has developed a portfolio of high-performance protein ingredients, including Peazzaz® pea proteins, FavaProTM fava proteins and Puratein® canola proteins, and is focused on commercializing its technologies through manufacturing partnerships and growing customer adoption worldwide.
Forward-Looking Information Cautionary Statement
The TSX has not reviewed and does not accept responsibility for the adequacy of the content of the information contained herein. This press release contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements or forward-looking information involve risks, uncertainties and other factors that could cause actual results, performances, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements or forward-looking information can be identified by words such as "anticipate," "aim", "intend," "plan," "goal," "project," "estimate," "expect," "believe," "future," "likely," "may," "should," "could," "will" and similar references to future periods. All statements included in this release, other than statements of historical fact, are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements or information. Important factors that could cause actual results to differ materially from Burcon's plans and expectations include the implementation of our business model and growth strategies; trends and competition in our industry our future business development, financial condition and results of operations and our ability to obtain financing cost-effectively; potential changes of government regulations, and other risks and factors detailed herein and from time to time in the filings made by Burcon with securities regulators and stock exchanges, including in the section entitled "Risk Factors" in Burcon's annual information form for the year ended March 31, 2026 and its other public filings with Canadian securities regulators on SEDAR+ at www.sedarplus.ca. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or information. Any forward-looking statement or information speaks only as of the date on which it was made, and, except as may be required by applicable securities laws, Burcon disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Although Burcon believes the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance, and, accordingly, investors should not rely on such statements.
| Industry and Investor Contact: | Media Contact: |
| Investor Relations and Communications Burcon NutraScience Corporation 720 - 999 West Broadway, Vancouver, BC, V5Z 1K5 Tel (604) 733-0896 info@burcon.ca www.burcon.ca | Steve Campbell, APR President Campbell & Company Public Relations Tel (604) 888-5267 TECH@CCOM-PR.COM |
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/313154
FAQ
When will Burcon NutraScience (BRCNF) hold its 2026 annual general and special meeting?
Burcon will hold its 2026 annual general and special meeting of shareholders virtually on September 24, 2026. The meeting was postponed from September 16, 2026 to give shareholders time to review the amended and restated management proxy circular dated September 4, 2026.
What change did Burcon NutraScience (BRCNF) make to its convertible debenture financing?
Burcon increased its non-brokered private placement of convertible debentures from an original maximum of $8.1 million to $21 million in aggregate principal amount. The company cites strong investor interest as the reason for upsizing the financing.
What are the key terms of the upsized convertible debenture offering by Burcon (BRCNF)?
The upsized private placement totals up to $21 million in convertible debentures. An existing prepayment right is replaced with an accelerated conversion right, allowing forced conversion after four months and one day if the share price’s volume-weighted average is at or above $3.20 for 14 consecutive trading days, with 15 days’ written notice.
How will Burcon NutraScience (BRCNF) use the proceeds from the $21 million upsized private placement?
The company plans to use net proceeds to invest in inventory, labor, production capability and infrastructure for capacity expansion, improve production efficiency and training, strengthen organizational structure, partially repay a senior secured loan from a related entity, reduce short-term insider debt, and fund working capital and general corporate purposes.
Who is acting as placement agent for Burcon NutraScience (BRCNF) in the upsized private placement?
Burcon has engaged The Benchmark Company, LLC as exclusive placement agent on a best efforts basis. Benchmark will receive a cash fee of 5.0% of gross proceeds from a specified existing arm’s length shareholder and affiliates, and 8.0% from other investors, with no fees on insider subscriptions.
Is the upsized $21 million private placement by Burcon (BRCNF) already finalized?
No. The upsized private placement has received conditional approval from the TSX and remains subject to Burcon meeting those conditions, including obtaining required shareholder approvals. Insider participation will be treated as a related party transaction under MI 61-101, using valuation and minority approval exemptions based on a 25% market capitalization threshold.