Mr. Paul Lam reports

BURCON ANNOUNCES RIGHTS OFFERING

Burcon NutraScience Corp. will be offering rights to holders of its common shares of record at the close of business on Nov. 27, 2024, in eligible jurisdictions. Pursuant to the rights offering, each holder of common shares will receive one transferable right for each common share held. Each right will entitle a holder to purchase one common share at a price of 8.5 cents. The subscription price is equal to approximately a 39-per-cent discount to the volume weighted average trading price of the common shares on the Toronto Stock Exchange (the TSX) for the five-day period ending on Nov. 19, 2024. The company will host a virtual investor presentation today, Nov. 20, 2024, at 5 p.m. Eastern Time to discuss the rights offering and other company updates.

Virtual investor presentation details

A link to the webcast of the conference call is available on Burcon's website under presentations. The webcast will also be archived for future playback.

A live Q&A (question and answer) session will follow the formal presentation. Attendees wishing to have a question addressed at the event can submit them in advance to plam@burcon.ca.

Investors interested in participating in the live call can dial in using the details below:

Date:  Wednesday, Nov. 20, 2024

Time:  5 p.m. Eastern Time (2 p.m. Pacific Time)

Toll-free dial-in (North America):  1-800-717-1738

Dial-in (toll/international):   1-646-307-1865

Conference ID:  64804

Further information regarding the rights offering

The estimated net proceeds of the rights offering, assuming full exercise of the rights and after deducting expenses, will be approximately $11.9-million.

A maximum of 142,628,096 common shares will be issued pursuant to the rights offering, representing 100 per cent of the currently issued and outstanding common shares. The rights offering will be conducted in Canada and the United States, where permitted, and in those jurisdictions where Burcon may lawfully offer the rights. No fractional common shares will be issued.

The rights offering will include an additional subscription privilege under which holders of rights who fully exercise their rights will be entitled to subscribe pro rata for additional common shares, if available, that were not otherwise subscribed for in the rights offering.

A rights offering notice, together with a direct registration system advice representing the rights and a rights subscription form will be mailed to registered holders of common shares as of the record date. Full details of the rights offering, including information regarding the distributions of the rights and the procedures to be followed, are included in the rights offering circular, which will be filed today, together with the notice, under Burcon's profile on SEDAR+.

Rights subscription and trading details

To subscribe for common shares, a completed rights certificate, together with payment in full of the subscription price for each common share subscribed for, must be received by the subscription agent for the rights offering, Computershare Investor Services Inc., prior to the expiry of the rights at 5 p.m. (Eastern time) on Feb. 12, 2025. Shareholders who own their common shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

The rights and the common shares issuable upon exercise of the rights will be listed on the TSX. The rights will be listed for trading on the TSX beginning on Nov. 27, 2024, under the symbol BU.RT. Trading in the rights on the TSX will cease at 12 p.m. Eastern Time on Feb. 12, 2025.

Insider participation

To the knowledge of Burcon, after reasonable inquiry, all directors, senior officers and persons controlling over 10 per cent of the common shares of the company (collectively, the insider group), as at the date hereof, intend to exercise all or a significant portion of the rights they are issued in connection with the rights offering. As at the date hereof, the insider group owns or exercises control or direction over, directly or indirectly, 40,568,881 common shares, representing approximately 28.44 per cent of the issued and outstanding common shares. Assuming the full take-up of their basic subscription privileges, these insiders would own an aggregate of 81,137,762 common shares following the rights offering.

Use of proceeds

The estimated net proceeds of the rights offering will be used primarily to provide sufficient funds for continuing operational costs. In addition, and as part of Burcon's capital light business strategy, the company has begun to explore options to expand its production capacity. Burcon plans to use part of the net proceeds from the rights offering to conduct due diligence on and potentially negotiate for an opportunity to expand its production capacity by acquiring the rights to access a production facility. Such opportunity, if determined to be beneficial to Burcon and successfully negotiated, is anticipated to represent a commercial lease of a production facility.

The completion of the rights offering is not subject to Burcon receiving any minimum amount of subscriptions.

About Burcon NutraScience Corp.

Burcon is a global technology leader in the development of plant-based proteins for foods and beverages. The company's proteins exhibit superior functionality, taste and nutrition, making them ideal ingredients for food formulators. With over two decades of experience, Burcon has amassed an extensive patent portfolio covering its novel plant-based proteins derived from pea, canola, soy, hemp and sunflower seeds, among other plant sources. Burcon is committed to delivering next-generation, best-in-class protein solutions, positioning itself as a key player in the rapidly expanding plant-based market. Supporting the growing trend toward a plant-based diet, Burcon offers sustainable protein ingredients that the company believes are better for you and better for the planet.

We seek Safe Harbor.