Mr. Kip Underwood reports

BURCON CLOSES FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES OF UP TO $6.9 MILLION

Burcon NutraScience Corp. has closed the final tranche of its previously announced non-brokered private placement (see news releases of the company dated Jan. 2, 2026, Jan. 9, 2026, and Feb. 27, 2026) of convertible debentures for an aggregate principal amount of $6.9-million.

Under the final tranche, Burcon issued convertible debentures in the aggregate principal amount of $2.9-million. An insider of the company subscribed for convertible debentures totalling approximately $1.7-million in principal amount under the final tranche. In total, insiders of the company subscribed for convertible debentures totalling approximately $4.4-million in principal amount in aggregate under the private placement.

With this closing, the company has secured the full targeted proceeds of the financing, further strengthening its balance sheet and providing additional capital to support continued commercial growth. Importantly, insiders and key long-term investors represented a significant portion of the financing, underscoring continued confidence in Burcon's operating momentum, commercial progress and long-term growth strategy.

"Closing the final tranche of this financing and achieving our full $6.9-million target is an important milestone for Burcon," said Kip Underwood, chief executive officer. "The strong participation from insiders and key investors reflects confidence in the momentum we are building and the progress we are making against our plan. With this capital in place, we are well positioned to support growing customer demand and continue executing our commercialization strategy."

Convertible debentures details

The convertible debentures terms of the private placement are set out in the company's news release dated Jan. 2, 2026. The company did not pay any finder's fee in connection with the private placement.

In its management proxy circular dated Jan. 12, 2026, and the news release dated Feb. 27, 2026, the company disclosed that it had expected $2.9-million of the private placement to be paid by way of offsets from a loan due to an insider of the company. Total participation in the private placement by insiders was expected to be $5.6-million aggregate principal amount of convertible debentures. After discussion between the company and the relevant insiders, it was determined that it would be in the best interests of the company to not proceed with the offsets to the outstanding loan due to the insider. The company received approximately $2.35-million in cash from the final tranche after offsetting $546,678 from amounts due to an entity related to the insider subscriber. After closing the final tranche of the private placement, insiders subscribed for an aggregate total of approximately $4.4-million in principal amount of convertible debentures. The company intends to use or has used the net proceeds from the private placement to: (a) accelerate growth through investments in: (i) inventory, labour and production capability; (ii) plan future infrastructure investments in anticipation of accelerating customer demand; (b) for general corporate purposes; (c) repayment of short-term loans advanced from two directors, announced in news releases dated Nov. 12, 2025, and Feb. 11, 2026, respectively; and (d) payment of $546,678 owing as at April 24, 2026, to RE ProMan LLC, an entity related to an insider who subscribed in the final tranche, under the contract manufacturing agreement.

The issuance of convertible debentures to insiders under the private placement will be considered a related party transaction under Multilateral Instrument 61-101. The company intends to rely 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 private placement by insiders does not exceed 25 per cent of the company's market capitalization.

About Burcon NutraScience Corp.

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, FavaPro and Puratein, and is focused on commercializing its technologies through manufacturing partnerships and growing customer adoption worldwide.

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