Burcon Announces Details on Annual Shareholder Meeting

Rhea-AI Summary

Burcon NutraScience (OTCQB: BRCNF) announced its upcoming annual general and special meeting scheduled for September 17, 2025. The company is seeking shareholder approval for a significant warrant repricing initiative to amend the exercise price of all outstanding warrants to $3.50 per Common Share.

The warrant amendments affect three tranches: 644,043 May 2023 warrants (current price $5.89), 603,094 March 2024 warrants (current price $4.544), and 297,112 Advisory warrants (current price $4.544). CEO Kip Underwood highlighted the company's commercial progress, noting over 150 active customer projects in final evaluation stages.

Due to insider holdings, the amendments require disinterested shareholder approval with separate voting for each warrant tranche, excluding votes from warrant holders and their affiliates.

Positive

• Over 150 active customer projects in pipeline, many in final evaluation
• Commercial startup on track to meet 2025/2026 milestones
• Clear visibility to recurring revenue with potential for rapid scaling

Negative

• Proposed warrant repricing from $4.544-$5.89 down to $3.50 indicates potential dilution risk
• Significant insider warrant holdings requiring special approval process
• Complex voting structure with multiple excluded shareholder groups may complicate approval process

Vancouver, British Columbia--(Newsfile Corp. - September 3, 2025) - Burcon NutraScience Corporation (TSX: BU) (OTCQB: BRCNF) ("Burcon" or the "Company"), a global technology leader in plant-based protein innovation, will be holding its annual general and special meeting (the "Meeting") of shareholders at 10 am Pacific Time on September 17, 2025 held virtually via live webcast at https://meetnow.global/MGFMCJG.

"Our commercial startup is on track to meet 2025/2026 milestones," said Kip Underwood, Burcon's chief executive officer. "With over 150 active customer projects, many in final evaluation, we have clear visibility to recurring revenue and are positioned to scale rapidly, creating long-term shareholder value."

Warrant Repricing

As set out in the management information circular (the "Circular") dated August 1, 2025, the Company is seeking to amend (the "Amendment") the current exercise price of all of the outstanding warrants (the "Warrants") to $3.50 per Common Share. All other terms of the Warrants will remain unchanged. The Company's management and board consider the Amendment to be in the best interests of Burcon and its shareholders.

At the Meeting, in addition to the election of directors and the appointment of auditors, shareholders will be asked to approve certain amendments to the following outstanding Warrants:

Issue Date of Warrants	Number of Warrants	Expiry Date	Exercise Price per Common Share
May 2023	644,043	May 8-16, 2026	$5.89
March 2024	603,094	March 12, 2026	$4.544
Advisory Warrants (March 2024)	297,112	June 25, 2026	$4.544

 

Disinterested Shareholder Approval

Pursuant to Section 608(a) of the Toronto Stock Exchange ("TSX") Company Manual, because certain of the Warrants are held by insiders of the Company, the Amendment is subject to shareholder approval consisting of the approval of a simple majority of the shareholders of the Company, on a disinterested basis, at the Meeting (the "Disinterested Shareholder Approval").

Disinterested Shareholder Approval will be sought separately for each of the May 2023 Warrants, the March 2024 Warrants and the Advisory Warrants. If Disinterested Shareholder Approval for the Amendment is not received for a particular tranche of Warrants, the exercise price of that tranche of Warrants will remain unamended.

Additional Details

At the Meeting, shareholders are being asked to consider, and if deemed advisable, approve three separate ordinary resolutions (collectively, the "Warrant Amendment Resolutions"). Each Warrant Amendment Resolution will require the positive approval of a simple majority (greater than 50%) of the votes cast thereon at the Meeting with the votes attached to Common Shares held by holders of the May 2023 Warrants, the March 2024 Warrants and the Advisory Warrants and their respective affiliates and associates, in respect of the applicable resolution, being excluded from the applicable vote.

As of the date of the Circular, the total number of Common Shares of Warrant holders, other than insiders and their respective affiliates and associates, to be excluded from voting on from the Warrant Amendment Resolutions could not be ascertained.

The following table sets out the number Common Shares of insiders and other Warrant holders and their respective affiliates and associates to be excluded from the vote in respect of each Warrant Amendment Resolution:

	Resolution #1 - May 2023 Warrants Excluded Votes	Percent of Issued and Outstanding Shares as of Record Date	Resolution #2 - March 2024 Warrants Excluded Votes	Percent of Issued and Outstanding Shares as of Record Date	Resolution #3 - Advisory Warrants Excluded Votes	Percent of Issued and Outstanding Shares as of Record Date
Insiders	3,463,019	27.29%	1,925,667	15.18%	1,595,822	12.58%
Other Warrant Holders	1,840,301	14.50%	2,150,652	16.95%	None	N/A

 

For full details on the Amendment and the Warrant Amendment Resolutions, please refer to the Circular.

About Burcon NutraScience Corporation

Burcon is a global technology leader in high-performance plant-based proteins for the food and beverage industry. Our commercial ingredients offer superior taste, texture, and functionality-ideal for formulators seeking next-generation protein solutions. Backed by over two decades of innovation, Burcon holds an extensive patent portfolio covering novel proteins derived from pea, canola, soy, hemp, sunflower, and other plant sources. As a key player in the rapidly growing plant-based market, Burcon is committed to sustainability and to creating best-in-class protein solutions that are better for people and the planet. Learn more at www.burcon.ca.

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, 2025 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
Paul Lam
Director, Investor Relations and Communications
Burcon NutraScience Corporation
490 - 999 West Broadway, Vancouver, BC, V5Z 1K5
Tel (604) 733-0896, Toll-free (888) 408-7960
plam@burcon.ca www.burcon.ca

Media Contact:
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/265005

FAQ

When is Burcon's (BRCNF) annual shareholder meeting in 2025?

Burcon's annual general and special meeting is scheduled for September 17, 2025 at 10 am Pacific Time, to be held virtually via live webcast.

What is the proposed new warrant exercise price for Burcon (BRCNF)?

Burcon is seeking to amend all outstanding warrants to an exercise price of $3.50 per Common Share, down from the current prices ranging from $4.544 to $5.89.

How many active customer projects does Burcon (BRCNF) currently have?

Burcon currently has over 150 active customer projects, with many in final evaluation stages, indicating potential for future recurring revenue.

What approval is required for Burcon's (BRCNF) warrant amendments?

The warrant amendments require disinterested shareholder approval with a simple majority (over 50%) for each warrant tranche, excluding votes from warrant holders and their affiliates due to TSX requirements.

How many warrants are affected by Burcon's (BRCNF) proposed repricing?

A total of 1,544,249 warrants are affected, including 644,043 May 2023 warrants, 603,094 March 2024 warrants, and 297,112 Advisory warrants.