Mr. Kip Underwood reports

BURCON ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

Burcon NutraScience Corp. has closed the first tranche of a non-brokered private placement of convertible debentures for an aggregate principal amount of up to $6.3-million. Insiders of the company and Burcon's manufacturing partner owners are committed to participating at a minimum of $5-million in principal amount. The private placement has been conditionally approved by the Toronto Stock Exchange subject to Burcon complying with the terms of such conditional approval, including receipt of disinterested shareholder approval.

"The strong support for this financing, particularly from our insiders and manufacturing partner owners, reflects confidence in Burcon's strategy and progress," said Kip Underwood, Burcon's chief executive officer. "The closing of this first tranche strengthens our financial position and enables us to accelerate production and ingredient sales to meet increasing customer demand."

The company will close the private placement in two tranches and has closed the first tranche of the private placement through a direct investment from its manufacturing partner owners for gross proceeds of $1.25-million. Shareholder approval is required prior to closing the final tranche of the private placement. Pursuant to sections 604 and 607 of the TSX company manual, shareholder approval will be required given the expected aggregate participation levels by insiders in the private placement, the consideration provided to insiders under the private placement, the aggregate size of the private placement over all and the expected aggregate participation by John Vassallo, a director of the company, resulting in Mr. Vassallo and his associates and affiliates owning or controlling, directly or indirectly, greater than 20 per cent of the outstanding shares of the company after the private placement. The company expects to close the final tranche of the private placement following the special meeting of shareholders scheduled for Feb. 20, 2026. Full details of the shareholder approvals required will be disclosed in the materials for the shareholder meeting, which will be mailed in due course and filed on SEDAR+.

Convertible debenture details

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 company at a conversion price of $1.60 per share and certain holders will have the option to convert their convertible debentures, in whole or in part, into prefinanced warrants of the company at the conversion price per prefinanced warrant. Each prefinanced warrant is exercisable to acquire one share at an exercise price of 0.001 cent per prefinanced 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 $3.20 (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, 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 or prefinanced warrants, as applicable, at the conversion price.

The convertible debentures, the shares issuable upon conversion of the convertible debentures and the prefinanced shares issuable upon the exercise of the prefinanced warrants will be subject to a four-month-and-one-day statutory resale restriction pursuant to applicable Canadian securities laws.

The company has not registered the issuance or resale of the convertible debentures, the shares, the prefinanced warrants or the prefinanced shares under the U.S. Securities Act. The convertible debentures, the prefinanced warrants, and the shares or the prefinanced shares issued in the United States or to U.S. persons will be restricted securities and will be subject to certain additional resale restrictions.

The company may pay cash finder' fees in connection with the private placement to certain finders not to exceed 4.0 per cent of the gross proceeds received from investors introduced to the company by the finders.

The company intends to use 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; and (c) repay the short-term loan announced in Nov. 12, 2025, press release.

The private placement is expected to close on or about Feb. 24, 2026, 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 disinterested shareholder approval.

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 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 creating best-in-class protein solutions that are better for people and the planet.

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