Burcon Announces Non-Brokered Private Placement of Convertible Debentures and Execution of Loan Agreement

Rhea-AI Summary

Burcon (OTCQB: BRCNF) announced a non-brokered private placement of unsecured convertible debentures for up to $4.0 million, with insiders committing at least $2.0 million. Each debenture is $1,000, bears 15% interest payable at maturity, matures in 48 months, and is convertible at $2.27 per share. The company may prepay or force conversion if the TSX VWAP exceeds $4.54 for 14 consecutive trading days. Proceeds will fund inventory, production capacity, general corporate purposes and repay a short-term loan. Closing is expected on or about November 28, 2025, subject to TSX approval.

Separately, Burcon drew a related-party unsecured $700,000 loan on November 7, 2025 at 12% interest with a $7,000 commitment fee; the loan matures on the earlier of four months or closing of the Offering.

Positive

• Up to $4.0M financing available
• Insiders committed at least $2.0M
• Convertible feature at $2.27 per share
• Proceeds earmarked for production and inventory
• Bridge loan $700k already drawn

Negative

• High coupon: 15% interest on debentures
• Debentures mature in 48 months (cash pay)
• Conversion dilutes shareholders if converted
• Related-party loan may raise governance scrutiny

Vancouver, British Columbia--(Newsfile Corp. - November 12, 2025) - Burcon NutraScience Corporation (TSX: BU) (OTCQB: BRCNF) ("Burcon" or the "Company"), a global technology leader in plant-based protein innovation, is pleased to announce a non-brokered private placement of convertible debentures (the "Convertible Debentures") for an aggregate principal amount of up to $4 million (the "Offering"). Insiders of the Company have committed to participating at a minimum of $2.0 million in principal amount. The Offering is subject to the approval of the Toronto Stock Exchange ("TSX").

"We are advancing through a key stage of growth as customer demand translates into commercial expansion," said Kip Underwood, Burcon's chief executive officer. "This financing ensures we have the capital flexibility to execute with speed and accelerate our growth trajectory. The high level of insider participation reaffirms confidence in our strategic direction and the opportunities ahead."

Each Convertible Debenture will consist of $1,000 principal amount, bear interest at a rate of 15% per annum, payable in full upon maturity, and be unsecured. The principal amount outstanding under the Convertible Debentures and all accrued and unpaid interest thereon will be payable in cash forty-eight (48) months from the date of issuance of the Convertible Debentures. The Convertible Debentures will be convertible at the option of the holder, in whole or in part, into common shares of the Corporation (the "Shares") at a conversion price of $2.27 per Share (the "Conversion Price").

Accelerated Prepayment or Conversion Option

At any time after the first anniversary of the issuance date of the Convertible Debentures, if the volume weighted average price of the Shares on the TSX (or such other stock exchange where the Shares principally trade) is above $4.54 (200% of the Conversion Price) for a period of 14 consecutive trading days, the Company may prepay the principal amount outstanding under the Convertible Debentures and any accrued and unpaid interest thereon to the holders of the Convertible Debentures. Upon written notice from the Company of such prepayment, a holder will have thirty (30) days from the date of such notice to accept the prepayment, failing which, the Company may accelerate the conversion of the Convertible Debentures held by such holder into Shares at the Conversion Price.

The Convertible Debentures and the Shares issuable upon conversion of the Convertible Debentures will be subject to a four month and one day statutory resale restriction pursuant to applicable Canadian securities laws.

The Company intends to use the net proceeds from the Offering to (a) accelerate growth through investments in: (i) inventory, labor and production capability; (ii) plan future infrastructure investments in anticipation of accelerating customer demand; (b) for general corporate purposes and (c) repay the short-term Loan described below.

The Offering is expected to close on or about November 28, 2025 and is subject to execution of subscription agreements by the placees and to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX.

The issuance of Convertible Debentures to insiders under the Offering 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 Offering by insiders does not exceed 25% of the Company's market capitalization.

The securities being offered under the Offering 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.

Execution of Loan Agreement

Burcon is also pleased to announce that it has entered into a loan agreement (the "Loan Agreement") pursuant to which an entity related to a director of Burcon (the "Lender") will provide Burcon with an unsecured loan (the "Loan") of $700,000 (the "Loan Amount") for a term expiring on the earlier of four months and the closing of the Offering.

The Loan has been drawn by Burcon on November 7, 2025 (the "Closing Date"). The Lender will be paid a commitment fee of $7,000. The Loan Amount will bear interest at a rate of 12% per annum with interest payable on the last day of each calendar month.

The net proceeds from the Loan will be used to accelerate the commercial production and sales of Burcon proteins, for general corporate purposes and as bridge funding until the Convertible Debentures Offering is closed.

The Loan is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Burcon is relying on the exemption available under Section 5.7(1)(a) of MI 61-101 minority shareholder approval requirement. Additionally, the Loan is exempt from the formal valuation requirement of MI 61-101 since it is a related party transaction under section (j) of the "related party transaction" definition of MI 61-101. The Loan Agreement was approved by the independent directors of the board of directors of Burcon, with the interested director abstaining from the vote.

The Loan Agreement was conditionally approved by the TSX on November 4, 2025.

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/273959

FAQ

What size is Burcon's convertible debenture offering (BRCNF) and when might it close?

The Offering is up to $4.0 million and is expected to close on or about November 28, 2025, subject to TSX approval.

What are the key terms of Burcon's convertible debentures (BRCNF)?

Each debenture is $1,000, bears 15% interest payable at maturity, matures in 48 months, and is convertible at $2.27 per share.

How does Burcon's accelerated prepayment or conversion work for BRCNF debentures?

If the share VWAP exceeds $4.54 for 14 consecutive trading days after year one, Burcon may notify holders to accept prepayment or trigger conversion at $2.27.

Who is participating in Burcon's financing and does it involve insiders (BRCNF)?

Insiders have committed at least $2.0 million in the Offering; insider participation is disclosed as a related-party transaction.

What was the short-term loan Burcon drew on November 7, 2025?

Burcon drew a related-party unsecured loan of $700,000 on November 7, 2025 at 12% interest with a $7,000 commitment fee, maturing earlier of four months or the Offering close.

How will Burcon use the net proceeds from the convertible debenture offering (BRCNF)?

Proceeds are intended to accelerate growth via inventory, labor and production capability, plan infrastructure, repay the short-term loan, and for general corporate purposes.