09:56:04 EDT Mon 27 Apr 2026
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Burcon Closes Final Tranche of Non-Brokered Private Placement of Convertible Debentures of up to $6.9 Million

2026-04-27 07:59 ET - News Release

Vancouver, British Columbia--(Newsfile Corp. - April 27, 2026) - Burcon NutraScience Corporation (TSX: BU) (OTCQB: BRCNF) ("Burcon" or the "Company"), a global technology leader in plant-based protein innovation, is pleased to announce the closing of the final tranche of its previously announced non-brokered private placement (see news releases of the Company dated January 2, 2026, January 9, 2026 and February 27, 2026) of convertible debentures (the "Convertible Debentures") for an aggregate principal amount of $6.9 million (the "Private Placement").

Under the final tranche, Burcon issued Convertible Debentures in the aggregate principal amount of $2.9 million. An insider of the Company subscribed for Convertible Debentures totaling approximately $1.7 million in principal amount under the final tranche. In total, insiders of the Company subscribed for Convertible Debentures totaling approximately $4.4 million in principal amount in aggregate under the Private Placement.

With this closing, the Company has secured the full targeted proceeds of the financing, further strengthening its balance sheet and providing additional capital to support continued commercial growth. Importantly, insiders and key long-term investors represented a significant portion of the financing, underscoring continued confidence in Burcon's operating momentum, commercial progress, and long-term growth strategy.

"Closing the final tranche of this financing and achieving our full $6.9 million target is an important milestone for Burcon," said Kip Underwood, Chief Executive Officer. "The strong participation from insiders and key investors reflects confidence in the momentum we are building and the progress we are making against our plan. With this capital in place, we are well positioned to support growing customer demand and continue executing our commercialization strategy."

Convertible Debentures Details

The Convertible Debentures terms of the Private Placement are set out in the Company's news release dated January 2, 2026. The Company did not pay any finder's fee in connection with the Private Placement.

In its management proxy circular dated January 12, 2026 and news release dated February 27, 2026, the Company disclosed that it had expected $2.9 million of the Private Placement to be paid by way of offsets from a loan due to an insider of the Company. Total participation in the Private Placement by insiders was expected to be $5.6 million aggregate principal amount of Convertible Debentures. After discussion between the Company and the relevant insiders, it was determined that it would be in the best interests of the Company to not proceed with the offsets to the outstanding loan due to the insider. The Company received approximately $2.35 million in cash from the final tranche after offsetting $546,678 from amounts due to an entity related to the insider subscriber. After closing the final tranche of the Private Placement, insiders subscribed for an aggregate total of approximately $4.4 million in principal amount of Convertible Debentures. The Company intends to use or has used the net proceeds from the Private Placement to (a) accelerate growth through investments in: (i) inventory, labor and production capability; (ii) plan future infrastructure investments in anticipation of accelerating customer demand; (b) for general corporate purposes; (c) repayment of short-term loans advanced from two directors, announced in press releases dated November 12, 2025 and February 11, 2026, respectively; and (d) payment of $546,678 owing as at April 24, 2026 to RE ProMan, LLC, an entity related to an insider who subscribed in the final tranche, under the contract manufacturing agreement.

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% of the Company's market capitalization.

The securities being offered under the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Burcon NutraScience Corporation

Burcon is a global technology leader in plant-based proteins for food and beverage applications. The Company has developed a portfolio of high-performance protein ingredients, including Peazzaz®, FavaProTM and Puratein®, and is focused on commercializing its technologies through manufacturing partnerships and growing customer adoption worldwide.

Forward-Looking Information Cautionary Statement
The TSX has not reviewed and does not accept responsibility for the adequacy of the content of the information contained herein. This press release contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements or forward-looking information involve risks, uncertainties and other factors that could cause actual results, performances, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements or forward-looking information can be identified by words such as "anticipate," "aim," "intend," "plan," "goal," "project," "estimate," "expect," "believe," "future," "likely," "may," "should," "could," "will" and similar references to future periods. All statements included in this release, other than statements of historical fact, are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements or information. Important factors that could cause actual results to differ materially from Burcon's plans and expectations include the implementation of our business model and growth strategies; trends and competition in our industry our future business development, financial condition and results of operations and our ability to obtain financing cost-effectively; potential changes of government regulations, and other risks and factors detailed herein and from time to time in the filings made by Burcon with securities regulators and stock exchanges, including in the section entitled "Risk Factors" in Burcon's annual information form for the year ended March 31, 2025 and its other public filings with Canadian securities regulators on SEDAR+ at www.sedarplus.ca. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or information. Any forward-looking statement or information speaks only as of the date on which it was made, and, except as may be required by applicable securities laws, Burcon disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Although Burcon believes the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance, and, accordingly, investors should not rely on such statements.

Industry and Investor Contact
Investor Relations and Communications
Burcon NutraScience Corporation
490 – 999 West Broadway, Vancouver, BC, V5Z 1K5
Tel (604) 733-0896
info@burcon.ca www.burcon.ca

Media Contact:
Steve Campbell, APR
President
Campbell & Company Public Relations
Tel (604) 888-5267
TECH@CCOM-PR.COM

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/294301

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