Burcon Closes Over-Subscribed $4.3 Million Non-Brokered Private Placement to Accelerate Commercial Plans

Rhea-AI Summary

Burcon NutraScience Corporation successfully closes over-subscribed private placement, raising $4.36 million to accelerate commercial plans and meet customer demand for plant-based proteins.

Vancouver, British Columbia--(Newsfile Corp. - March 12, 2024) - Burcon NutraScience Corporation (TSX: BU) ("Burcon" or the "Company"), a global technology leader in the development of plant-based proteins for foods and beverages, is pleased to announce the successful closing of an over-subscribed non-brokered private placement of units of the Company (the "Units") at an issue price of $0.215 per Unit for gross proceeds of $4,364,160 (the "Offering"). Principal subscribers include Company directors, management, long-term shareholders, and new investors in support of Burcon's long-term vision.

"We are excited to announce the successful completion of our private placement and combined with non-dilutive capital sources, fully funds our business plan to cash flow positive," said Kip Underwood, Burcon's chief executive officer. "In response to significant customer interest for our protein offerings, we are accelerating our commercial plans. We see a clear path to profitability and are ready to execute. Finally, we want to thank both long-term and new investors for their confidence in us. Their overwhelming support allowed us to exceed our funding goal."

Pursuant to the Offering, the Company issued 20,298,418 Units at a price of $0.215 per Unit. Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (each a "Warrant Share") at a price of $0.27 per Warrant Share for a period of 24 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 paid eligible finders an aggregate cash finder fee of $5,160, representing a cash commission of 4% of the gross proceeds of subscribers introduced to the Company by such finders.

The Company intends to use the proceeds from the Offering to accelerate its commercial plans to meet the surging customer demand for its protein products, accelerate launch plans for its protein products, continue its research and development program, 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% of Burcon's market capitalization. The Company did not file a material change report in respect of the related party transaction 21 days prior to the closing of the Offering as the details of the participation of insiders of the Company had not been confirmed at that time. Further details will be provided in a material change report to be filed by the Company subsequent to the dissemination of this press release. The Offering was unanimously approved by the disinterested directors of Burcon.

The securities being offered under the Offering 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 the development of plant-based proteins for foods and beverages. Our 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 committed to delivering next-generation, best-in-class protein solutions, positioning itself as a key player in the rapidly expanding plant-based market. Supporting the growing trend towards a plant-based diet, Burcon offers sustainable protein ingredients that we believe are better for you and better for the planet. For more information, visit www.burcon.ca.

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 and include statements related to the use of proceeds of the Offering. 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, 2023 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
Paul Lam
Director, Investor Relations and Communications
Burcon NutraScience Corporation
Tel (604) 733-0896, Toll-free (888) 408-7960
plam@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/201440

FAQ

What is the issue price per Unit in Burcon NutraScience Corporation's private placement?

The issue price per Unit in the private placement was $0.215.

How much was raised in Burcon NutraScience Corporation's private placement?

Burcon NutraScience Corporation raised $4,364,160 in the private placement.

Who are the principal subscribers in Burcon NutraScience Corporation's private placement?

The principal subscribers include Company directors, management, long-term shareholders, and new investors.

What is the intended use of the proceeds from the private placement by Burcon NutraScience Corporation?

The proceeds from the private placement will be used to accelerate commercial plans, launch protein products, continue research and development, explore new routes-to-market, and for general corporate purposes.

Are the securities offered in the private placement registered under the United States Securities Act of 1933?

No, the securities offered in the private placement have not been registered under the United States Securities Act of 1933.

What is the period for which each Warrant entitles the holder to purchase one Common Share in Burcon NutraScience Corporation's private placement?

Each Warrant entitles the holder to purchase one Common Share at a price of $0.27 per Warrant Share for a period of 24 months after the closing date of the Offering.