Mr. Kip Underwood reports

BURCON ANNOUNCES FULLY SUBSCRIBED NON-BROKERED PRIVATE PLACEMENT

Burcon NutraScience Corp. has arranged a fully subscribed non-brokered private placement of units of the company at an issue price of 26.5 cents per unit for gross proceeds of approximately $3.3-million. Long-term shareholders, including an insider, and a new investor have fully subscribed to the offering and the company expects to close the offering in two tranches, the first on May 8, 2023, and the second tranche on or before May 11, 2023.

"We are pleased to announce a fully subscribed funding round in a challenging market. Due to strong support from our long-term shareholders, we were able to raise well above our initial target," said Kip Underwood, Burcon's chief executive officer, adding: "Our shareholders believe in Burcon's long-term strategies to identify new revenue streams, get closer to customers and to have more influence over manufacture of our technology. The funding is expected to provide sufficient runway to execute our Burcon 2.0 strategies. In addition to the Merit opportunity, we firmly believe there are multiple paths to market, some of which we are already exploring. The board and I are appreciative of the continued support of the company, our strategy and our focus on creating shareholder value."

The offering is for the proposed issuance of 12,741,321 units. Each unit consists of one common share in the capital of the company and one common share purchase warrant of the company. Each warrant entitles the holder thereof to purchase one common share at a price of 35 cents per warrant share for a period of 36 months after the closing date of the offering. All securities issued in connection with the offering are subject to a statutory hold period in Canada expiring four months and one day from the closing of the private placement.

In connection with the offering, the company may pay certain arm's-length parties a cash finder's fee not to exceed 4 per cent of the gross proceeds received by the company.

The company intends to use the proceeds from the offering to continue its research and development program, advance its continuing commercialization efforts, explore new routes to market for its commercially proven technologies, and for general corporate purposes.

The issuance of units to insiders under the offering is considered a related party transaction under Multilateral Instrument 61-101. Burcon is relying 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 offering by insiders does not exceed 25 per cent of Burcon's market capitalization. The offering was unanimously approved by the disinterested directors of Burcon.

On April 24, 2023, Burcon announced that, in association with Burcon, an industry participant submitted a bid to acquire Merit's assets. The receiver has notified the industry participant and Burcon that the bid has not been accepted. Burcon continues to work with additional industry participants that have expressed an interest in jointly acquiring Merit's assets. These participants required additional time beyond the receiver's bid submission deadline to complete their due diligence. Although there is no assurance that Burcon will be successful, Burcon believes that alternative competitive bids may still be accepted by the receiver under the sales process.

"We are excited to bring our revised Burcon 2.0 strategy to the market. We must get closer to customers and ensure the production of our technology meets their needs," said Mr. Underwood. "Merit's facility was custom-built to produce products from Burcon's technologies, and we firmly believe Burcon has an important role in the future success of the facility. Our private placement financing also provides us the capital to pursue other promising opportunities to engage the market, which we are really excited about."

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 striving to become a vertically integrated provider of specialty plant-based protein solutions that deliver on health, nutrition and sustainability. Supporting the growing trend towards a plant-based diet, Burcon is developing premium protein ingredients that it believes are better for you and better for the planet.

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