19:45:30 EDT Fri 04 Sep 2026
Enter Symbol
or Name
USA
CA



Burcon NutraScience Corp (2)
Symbol BU
Shares Issued 12,692,942
Close 2026-09-04 C$ 1.53
Market Cap C$ 19,420,201
Recent Sedar+ Documents

Burcon to hold AGSM Sept. 24, increases financing

2026-09-04 17:49 ET - News Release

Mr. Steve Campbell reports

BURCON ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING DATE

Burcon NutraScience Corp.'s annual general and special meeting of shareholders (the AGSM) will be held virtually on Sept. 24, 2026.

Burcon has filed the meeting materials on SEDAR+ in connection with its AGSM to be held on Sept. 24, 2026. The AGSM that had originally been scheduled for Sept. 16, 2026, has now been postponed to provide shareholders sufficient time to review the amended and restated management proxy circular dated Sept. 4, 2026 (the A&R circular), which reflects the changes to the private placement described below. The meeting materials will be mailed out to shareholders and are available for viewing on the company's website. Shareholders should note that the A&M circular supersedes the original version dated July 31, 2026, and that shareholders should only refer to the A&R circular and related meeting materials dated Sept. 4, 2026.

On Aug. 12, 2026, Burcon announced a non-brokered private placement of convertible debentures for an aggregate principal amount of up to $8.1-million.

Following the announcement, the company received strong investor interest in the financing. After due consideration, disinterested members of the board unanimously approved an increase in the aggregate principal amount of the private placement from $8.1-million to $21-million. Insider participation in the upsized private placement will remain the same. The board believes the additional capital will help to accelerate the company's growth plans.

All other terms of the upsized private placement remain unchanged except that the existing prepaying right will be replaced with an accelerated conversion right. Under the accelerated conversion right, the company may, at its sole discretion, require holders to convert all but not less than all of the then outstanding principal amount of the convertible debentures, at the conversion price at any time after the date that is four months and one day following the issuance of the convertible debenture, provided that the company gives 15 days of advance written notice of such conversion to the holder, which notice may be given at any time after the daily volume-weighted average trading price of the common shares on the Toronto Stock Exchange (the TSX), or such other Canadian stock exchange on which the shares are listed and posted for trading, is at or greater than $3.20 for any 14 consecutive trading days.

In addition, the company has engaged The Benchmark Company LLC with offices in New York to act, on a best efforts basis, as the exclusive placement agent for the upsized private placement. Under the terms of the engagement, the company will pay Benchmark a cash fee equal to 5.0 per cent of the gross proceeds invested by a certain existing arm's-length shareholder and its affiliates; and a cash fee equal to 8.0 per cent of the gross proceeds invested by all other investors participating in the upsized private placement, provided that no fee will be payable with respect to gross proceeds invested by members of the company's management team, board of directors or other insiders. The company intends to close the upsized private placement in one or more tranches as soon as possible after the required shareholder approvals are obtained.

The company intends to use the net proceeds from the upsized private placement to: a) continue to accelerate growth through investments in: (i) inventory, labour and production capability; and (ii) planning and implementing certain infrastructure investments for capacity expansion in anticipation of accelerating customer demand; (b) improve production efficiency, including implementing maintenance programs and developing training programs for production labour; (c) strengthening organizational structure including investor relations and production and operational management at the production facility in Galesburg, Ill.; (d) partial repayment of the senior secured loan from Large Scale Investments Ltd., an entity related to Alan Chan, a director of Burcon; (e) reduction of short term debt that may be advanced from insiders form time to time; and (f) for working capital requirements and other general corporate purposes.

Updated voting instructions

Shareholders should disregard the form of proxy or voting instruction form received in connection with the Sept. 16, 2026, shareholder meeting and vote using the new form of proxy or voting instruction form for the AGSM that is being mailed to them. Proxies must be received by 10 a.m. Pacific Time on Sept. 22, 2026. For further information on voting procedures, shareholders should refer to A&R circular.

The upsized private placement has been conditionally approved by the TSX, subject to Burcon complying with the terms of such conditional approval, including receipt of shareholder approval.

The issuance of convertible debentures to insiders under the upsized private placement will be considered a related party transaction under Multilateral Instrument 61-101. The company will be 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 upsized 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 plant-based proteins for food and beverage applications. The company has developed a portfolio of high performance protein ingredients, including Peazzaz pea proteins, FavaPro fava proteins and Puratein canola proteins, and is focused on commercializing its technologies through manufacturing partnerships and growing customer adoption worldwide.

We seek Safe Harbor.

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