Mr. Kip Underwood reports

BURCON ANNOUNCES DETAILS OF $9.43 MILLION RIGHTS OFFERING

Burcon NutraScience Corp., further to its press release dated Feb. 13, 2025, with respect to the completion of Burcon's rights offering, has issued 110,986,126 common shares of Burcon at a price of 8.5 cents per share for aggregate gross proceeds to Burcon of $9,433,821 under the rights offering.

"With the support of our long-term strategic investors, Mr. Alan Chan and Mr. John Vassallo, along with our other shareholders, Burcon is well capitalized to seize upcoming opportunities," said Kip Underwood, Burcon's chief executive officer. "We are grateful for the vote of confidence from our shareholders, including our management and board members who participated in our rights offering."

A total of 77,198,140 common shares were issued pursuant to the basic subscription privilege of the rights offering. Of these, 19,061,806 common shares were issued to insiders of Burcon and 58,136,334 common shares were issued to all other persons. A total of 33,787,986 common shares were issued pursuant to the additional subscription privilege of the rights offering. Of these, 17,474,577 common shares were issued to insiders of Burcon and 16,313,409 common shares were issued to all other persons. Following completion of the rights offering, Burcon has 253,761,444 common shares issued and outstanding.

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, exercised rights they were issued in connection with the rights offering for 19,061,806 common shares, representing approximately 17.17 per cent of the rights offering. After taking into account additional subscriptions, the insider group owns an aggregate of 77,755,801 common shares, representing 30.64 per cent of the common shares currently issued and outstanding after completion of the rights offering. No persons became an insider of the company, to the best of Burcon's knowledge, from the distribution of the rights offering.

The net proceeds of the rights offering will primarily be used to commercialize and scale production of Burcon's protein products and for operational costs. As announced on Feb. 3, 2025, Burcon entered into a binding term sheet with RE ProMan, LLC, a company controlled by Mr. Vassallo, setting out the terms of a contract manufacturing arrangement between the two parties. The net proceeds from the rights offering will primarily be used to finance Burcon's obligations under the manufacturing agreement. For details on the manufacturing agreement, please refer to Burcon's Feb. 3, 2025, news release.

Early warning notice for Mr. Chan

In connection with the rights offering, Mr. Chan, a director of Burcon, through his indirect wholly owned company, Large Scale Investments Ltd., a company incorporated in the British Virgin Islands whose registered office is situate at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, acquired 11.7 million common shares for a total consideration of $994,500.

Before the Chan acquisition, Mr. Chan, either personally or through Large Scale and another indirect wholly owned company, was deemed to beneficially own 25,643,932 common shares representing approximately 17.96 per cent of the outstanding common shares before the Chan acquisition, 2,777,358 warrants to acquire common shares; and 295,844 options to acquire common shares. As a result of the Chan acquisition, Mr. Chan is now deemed to beneficially own 37,343,932 common shares representing approximately 14.72 per cent of the outstanding common shares after the Chan acquisition (a decrease of 3.24 per cent), 2,777,358 warrants; and 295,844 options. Prior to the Chan acquisition, if Mr. Chan had exercised all warrants and options controlled by him, Mr. Chan's common shares, warrants and options would represent approximately 19.69 per cent of Burcon's common shares. Following the Chan acquisition, on a similar partially diluted basis, Mr. Chan's common shares, warrants and options would represent approximately 15.74 per cent of Burcon's common shares.

It is intended that the Chan rights offering shares acquired by Large Scale will be held for investment purposes. For further information, or to obtain a copy of the subject early warning report filed by Mr. Chan in accordance with applicable Canadian securities laws, please contact the director of Large Scale at 852-2835-9500.

Early warning notice for Mr. Vassallo

In connection with the rights offering, Mr. Vassallo, a director of Burcon, personally, with an address at 1A, 730 N. Plankinton Ave., Milwaukee, Wis., 53203, USA, acquired 22,801,888 common shares for a total consideration of $1,938,160.

Before the Vassallo acquisition, Mr. Vassallo, either personally or through his wholly owned holding company, Nocrub LLC, was deemed to beneficially own 8,921,593 common shares representing approximately 6.25 per cent of the outstanding common shares before the Vassallo acquisition, 9,349,246 warrants to acquire common shares; and 100,000 options to acquire common shares. As a result of the Vassallo acquisition, Mr. Vassallo is now deemed to beneficially own 31,723,481 common shares representing approximately 12.50 per cent of the outstanding common shares after the acquisition (an increase of 6.25 per cent), 9,349,246 warrants; and 100,000 options. Prior to the Vassallo acquisition, if Mr. Vasallo had exercised all warrants and options controlled by him, Mr. Vassallo's common shares, warrants and options would represent approximately 12.07 per cent of Burcon's common shares. Following the Vassallo acquisition, on a similar partially diluted basis, Mr. Vassallo's common shares, warrants and options would represent approximately 15.64 per cent of Burcon's common shares.

It is intended that the Vassallo rights offering shares acquired by Mr. Vassallo will be held for investment purposes. For further information, or to obtain a copy of the subject early warning report filed by Mr. Vassallo in accordance with applicable Canadian securities laws, please contact Mr. Vassallo at 414-226-2243.

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.

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

Date:  Tuesday, Feb. 18, 2025

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:  37581

About Burcon NutraScience Corp.

Burcon is a global technology leader in the development of plant-based proteins for foods and beverages. Its 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 it believes are better for you and better for the planet.

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