Mr. Johann Tergesen reports

BURCON ANNOUNCES CONVERTIBLE NOTE FINANCING

Burcon NutraScience Corp. entered into a convertible note purchase agreement on April 7, 2016, pursuant to which it will issue a convertible note to Large Scale Investments Ltd., a wholly owned subsidiary of ITC Corp. Ltd., for the principal amount of $2-million.

Financing by the lender and the issuance of the note is expected to occur after May 4, 2016, but no later than May 13, 2016. The note will bear interest at a rate of 8 per cent per annum, calculated daily, compounded monthly. Interest will accrue on the principal amount and will be payable on the earlier of three years from the issue of the note, the occurrence of an event of default as set out in the note, or voluntary prepayment by Burcon.

The lender may convert the principal amount in whole or in part into common shares in the capital of Burcon at any time commencing on or after July 1, 2016, and up to and including the maturity date. The conversion price is $4.01 per common share, which represents a premium of approximately 24 per cent over the volume-weighted average trading price of the common shares on the Toronto Stock Exchange for the five trading days immediately before April 7, 2016. Burcon also has the right, before the maturity date, upon written notice to the lender of not less than 30 days, to prepay in cash all or any portion of the principal amount by paying to the lender an amount equal to the principal amount to be prepaid multiplied by 110 per cent. At any time on or after July 1, 2016, and up to the end of such 30-day notice period, the lender will have the right to convert the principal amount in full or in part, into common shares at the conversion price. The note and any common shares issued upon the conversion of the note will be subject to a four-month hold period under applicable Canadian securities laws.

The payment of the principal amount and all accrued and unpaid interest thereon will be subordinated in right of payment to any amount owing in respect of secured indebtedness of Burcon. Subject to prior TSX approval and the consent of the lender, Burcon may pay any interest that is due and payable under the note through the issuance of common shares at a conversion price equal to the volume-weighted average trading price of the common shares on the TSX for the five trading days immediately prior to the date such interest is due and payable.

The net proceeds from the issue of the note will be used for continued research and development of Burcon's protein extraction and purification technologies, commercialization of Burcon's pea protein technology, continued work on Burcon's intellectual property portfolio, and general corporate purposes.

ITC is an insider and related party of Burcon as it currently holds 7,477,821 common shares, representing approximately 20.87 per cent of the outstanding common shares as of the date hereof. In addition, Alan Chan and Rosanna Chau, directors of Burcon, are also directors of ITC. Accordingly, the note 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 exemptions available under sections 5.5(a) and 5.7(a) of MI 61-101 from the formal valuation and minority shareholder approval requirements, respectively. The note was approved by the board of directors of Burcon with Mr. Chan and Ms. Chau abstaining from participating in the vote. Burcon will file a material change report containing the prescribed disclosure under MI 61-101 on or before April 15, 2016.

"We are pleased to have arranged this financing with ITC and appreciate their continued support," said Johann Tergesen, Burcon's president and chief operating officer. He added, "Burcon has benefited from the support of ITC right back to our founding in 1998."

The issuance of the note is subject to the approval of the TSX.

We seek Safe Harbor.