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Burcon Insiders Increase Commitment to Participate in Non-Brokered Private Placement of Convertible Debentures

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Burcon (OTCQB: BRCNF) announced that company insiders have increased their commitment to participate in the previously announced non-brokered private placement of convertible debentures. The company had earlier disclosed a minimum insider participation of $2.0 million in principal.

Because insider interest has grown since the November 12, 2025 announcement, Burcon said the larger insider participation could necessitate disinterested shareholder approval, and the Offering's close will be extended beyond the original on-or-about November 28, 2025 date while final terms are negotiated and required regulatory approvals (including TSX approval) are sought.

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Positive

  • Insiders increased commitment above the previously stated $2.0 million minimum
  • Ongoing investor interest could support the planned convertible debenture financing

Negative

  • Offering timeline extended past the expected November 28, 2025 close date
  • May require disinterested shareholder approval, adding approval risk and delay
  • Terms remain subject to change while the company finalizes subscription agreements

News Market Reaction

+1.54%
1 alert
+1.54% News Effect

On the day this news was published, BRCNF gained 1.54%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Insider participation minimum: $2.0M Convertible debenture offering: $4M Q2 revenue: $357,000 +5 more
8 metrics
Insider participation minimum $2.0M Minimum insider commitment in convertible debenture private placement
Convertible debenture offering $4M Post-period convertible debenture financing referenced in Q2 release
Q2 revenue $357,000 Fiscal 2026 second quarter revenue, up 783% year over year
Six‑month revenue $699,000 Revenue for six months ended September 30, 2025, up 152% year over year
Net loss $7.1M Fiscal 2026 Q2 net loss (or $0.56 per share)
Cash on hand $1.8M Cash balance as of September 30, 2025
Negative working capital $8.2M Working capital position as of September 30, 2025
2025 revenue target $1–3M Calendar 2025 revenue target reiterated by management

Market Reality Check

Price: $1.22 Vol: Volume 1,102 is 0.36x the...
low vol
$1.22 Last Close
Volume Volume 1,102 is 0.36x the 20-day average of 3,022, indicating muted trading ahead of this financing update. low
Technical Price at 1.222 is trading below the 200-day MA of 1.51, reflecting a weak longer-term trend into this announcement.

Peers on Argus

BRCNF fell 1.71% while key packaged foods peers were mostly flat, with only CELV...

BRCNF fell 1.71% while key packaged foods peers were mostly flat, with only CELV up 31.27%. The move appears stock-specific rather than part of a sector-wide rotation.

Historical Context

5 past events · Latest: Dec 01 (Neutral)
Pattern 5 events
Date Event Sentiment Move Catalyst
Dec 01 Private placement update Neutral +1.5% Insiders increased commitment to non-brokered convertible debenture placement.
Nov 12 Earnings and financing Negative -12.8% Q2 loss, tight liquidity, and announcement of new convertible debenture financing.
Nov 06 Conference call guidance Positive +2.4% Investor call announcement and reiterated 2025 revenue target with growth expectations.
Sep 17 Governance changes Neutral -1.1% Election of directors and AGM approvals including warrant exercise price amendment.
Sep 04 Product milestone Positive -1.0% First commercial production and availability of Puratein®C canola protein.
Pattern Detected

Recent news shows mixed price reactions: product and governance updates often saw mild declines, while financing and guidance-related news tended to align with price strength or weakness tied to balance sheet concerns.

Recent Company History

Over the past months, Burcon reported first commercial production of Puratein®C and highlighted strong revenue growth to $357,000 in Q2 and $699,000 over six months, alongside a net loss of $7.1M and negative working capital of $8.2M. Subsequent updates included new board appointments and an investor call reiterating a $1–3M 2025 revenue target. The previously announced $4M convertible debenture offering and today’s increased insider participation fit an ongoing effort to strengthen liquidity while scaling commercialization.

Market Pulse Summary

This announcement details increased insider participation in Burcon’s non-brokered private placement...
Analysis

This announcement details increased insider participation in Burcon’s non-brokered private placement of convertible debentures, building on a previously disclosed minimum of $2.0M. It follows Q2 results that combined rapid revenue growth to $357,000 with a net loss of $7.1M and negative working capital of $8.2M, underscoring the importance of new funding. Investors may watch final terms, required TSX and shareholder approvals, and progress toward the $1–3M 2025 revenue target.

Key Terms

non-brokered private placement, convertible debentures, subscription agreements, regulatory approvals, +1 more
5 terms
non-brokered private placement financial
"in the previously announced non-brokered private placement (the "Offering")"
A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.
convertible debentures financial
"the Offering of convertible debentures (the "Convertible Debentures")"
Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.
subscription agreements financial
"subject to execution of subscription agreements by the placees"
A subscription agreement is a signed contract in which an investor promises to buy a specified number of a company’s shares or securities under set terms — price, quantity, payment schedule and any conditions. Think of it like a formal deposit and purchase plan for stock: it locks in the sale and the buyer’s obligations and often sets protections or restrictions that affect ownership, dilution and the company’s ability to raise more money, so investors can assess risk and control.
regulatory approvals regulatory
"including the receipt of all necessary regulatory approvals, including the approval"
Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.
disinterested shareholder approval regulatory
"increased insider participation in the Offering could necessitate disinterested shareholder approval"
A vote by only those shareholders who do not have a personal stake in a particular corporate transaction, such as a merger, asset sale, or related-party deal. It’s meant to act like an impartial referee: by excluding insiders or parties who would directly benefit, the approval helps protect the broader shareholder base from self-dealing and gives investors confidence that the deal was vetted by independent interests.

AI-generated analysis. Not financial advice.

Vancouver, British Columbia--(Newsfile Corp. - December 1, 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 that the Company insiders ("Insiders") have increased their commitment to participating in the previously announced non-brokered private placement (the "Offering") (see news release of the Company dated November 12, 2025) of convertible debentures (the "Convertible Debentures").

"Burcon insiders and its largest shareholders have once again shown confidence in our business plan and sales trajectory by expanding their investment," said Kip Underwood, Burcon's chief executive officer. "Their continued support underscores the commercial momentum we carry into 2026 and reinforces our ability to execute and deliver value for shareholders."

Burcon previously announced insider participation at a minimum of $2.0 million in principal amount. Since November 12, 2025, Burcon has received strong interest from potential investors in the Offering including increased interest from Insiders. Burcon anticipates the increased insider participation in the Offering could necessitate disinterested shareholder approval.

The Offering was expected to close on or about November 28, 2025. Given the increased interest in the Offering and the timing required to obtain shareholder approval, the timeline for closing the Offering will be extended. The Company is working with its key investors to finalize the terms and conditions of the Offering, which may change from what was previously announced. The Offering 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 and disinterested shareholders.

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, including statements relating to insider participation in the private placement. 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/276404

FAQ

How much did Burcon insiders originally commit to the convertible debenture Offering (BRCNF)?

Burcon previously announced insider participation at a minimum of $2.0 million in principal amount.

Why was the BRCNF convertible debenture Offering timeline extended past November 28, 2025?

The timeline was extended because increased insider and investor interest could require disinterested shareholder approval and additional time to finalize terms.

Does the increased insider participation in BRCNF's Offering change the terms of the convertible debentures?

The company said it is working to finalize terms and that the terms may change from what was previously announced.

What approvals are needed to close Burcon's convertible debenture Offering (BRCNF)?

Closing is subject to execution of subscription agreements and receipt of necessary regulatory approvals, including TSX approval and any required disinterested shareholder approval.

Will the increased insider participation signal confidence in Burcon heading into 2026 (BRCNF)?

Company management said insiders and largest shareholders expanded their investment, which it described as reflecting confidence in the business plan and sales trajectory into 2026.
Burcon Nutrascience Corp

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