Mr. Kip Underwood reports

BURCON ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES AND EXECUTION OF LOAN AGREEMENT

Burcon NutraScience Corp. has arranged a non-brokered private placement of convertible debentures for an aggregate principal amount of up to $4-million. 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.

"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 cent 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 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 at a conversion price of $2.27 per share.

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 per cent 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 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: (a) to accelerate growth through investments in (i) inventory, labour and production capability, and (ii) plan future infrastructure investments in anticipation of accelerating customer demand; (b) for general corporate purposes; and (c) to repay the short-term loan described below.

The offering is expected to close on or about Nov. 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 per cent of the company's market capitalization.

Execution of loan agreement

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

The loan has been drawn by Burcon on Nov. 7, 2025. The lender will be paid a commitment fee of $7,000. The loan amount will bear interest at a rate of 12 per cent 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 financing 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. 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 Nov. 4, 2025.

About Burcon NutraScience Corp.

Burcon is a global technology leader in high performance plant-based proteins for the food and beverage industry. The company's 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.

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