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or Name
USA
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Burcon NutraScience Corp
Symbol BU
Shares Issued 37,827,175
Close 2018-01-04 C$ 0.74
Market Cap C$ 27,992,110
Recent Sedar Documents

Burcon NutraScience arranges $5.25M rights offering

2018-01-05 08:51 ET - News Release

Mr. Allan Yap 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 Jan. 16, 2018. Pursuant to the rights offering, each holder of common shares will receive one transferable right for each common share held. Every four rights will entitle a holder to purchase one common share at a price of 57 cents. The subscription price is equal to an approximate 18-per-cent discount to the volume weighted average trading price of the common shares on the Toronto Stock Exchange for the five-day period ending on Jan. 4, 2018. A maximum of 9,456,793 common shares will be issued pursuant to the rights offering, representing approximately 25 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.

A rights offering notice, together with a rights certificate, 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. 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. Toronto time on Feb. 13, 2018. 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 Toronto Stock Exchange. The rights will be listed for trading on the TSX beginning on Jan. 12, 2018, under the symbol BU.RT. Trading in the rights on the TSX will cease at 12 p.m. Toronto time on Feb. 13, 2018.

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.

The estimated net proceeds of the rights offering, assuming full exercise of the rights and after deducting expenses, will be approximately $5.25-million. The net proceeds to Burcon from the rights offering will be used to finance the company's continuing and expanded research and development program, further strengthen and expand its intellectual property portfolio, and for general working capital.

In connection with the rights offering, Burcon has entered into a standby commitment agreement with Allan Yap, Burcon's chairman and chief executive officer. Pursuant to the standby commitment agreement, Mr. Yap has agreed, subject to certain conditions, to purchase from Burcon such number of common shares that are available to be purchased, but not otherwise subscribed for under the rights offering, that will result in 4,728,397 common shares being issued under the rights offering, being up to 50 per cent of the rights offering. A copy of the standby commitment agreement will be filed today under Burcon's profile on SEDAR.

As compensation for providing the standby commitment, Mr. Yap is entitled to receive non-transferable common share purchase warrants to acquire up to 1,182,099 common shares at an exercise price of 69 cents per share. The standby warrants will expire two years after issuance. In accordance with the policies of the TSX, the exercise of the standby warrants by Mr. Yap is subject to shareholder approval, which will be sought at Burcon's next annual meeting, which is expected to be held in September, 2018.

The company is also registering the offer and sale of the shares issuable on exercise of the rights on a Form F-7 registration statement under the U.S. Securities Act of 1933, as amended. Shareholders in the United States should review the Form F-7 which will be filed with the United States Securities and Exchange Commission and when filed, can be found at the SEC website, and may also be obtained by contacting the corporate secretary at 604-733-0896 or by e-mail at info@burcon.ca.

About Burcon NutraScience Corp.

Burcon is a leader in developing functionally and nutritionally valuable plant-based proteins. The company has developed a portfolio of composition, application and process patents originating from a core protein extraction and purification technology. Burcon's Clarisoy soy protein offers clarity and high-quality protein nutrition for low pH beverage systems and excellent solubility and exceptionally clean flavour at any pH; Peazazz is a uniquely soluble and clean-tasting pea protein; and Puratein, Supertein and Nutratein are canola protein isolates with unique functional and nutritional attributes.

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