Burcon Announces Non-Brokered Private Placement of Convertible Debentures and Execution of Loan Agreement

Executive Summary

• Burcon NutraScience Corp. announced a non‑brokered private placement to raise up to $4 million in convertible debentures (each $1,000) with a 15% annual interest rate and a conversion price of $2.27 per share.
• Insiders have committed to purchase at least $2 million of the debentures; the offering is subject to TSX approval and expected to close around November 28, 2025.
• The company also entered into a $700,000 unsecured loan from an entity related to a director, bearing 12% interest, drawn on November 7, 2025, to bridge funding until the debenture closing.

Key Details

• Offering Size: Up to $4 million aggregate principal; minimum insider commitment of $2 million.
• Debenture Terms:
• Principal amount per debenture: $1,000
• Interest rate: 15% per annum, payable in full at maturity (48 months from issuance)
• Maturity: 48 months; cash repayment of principal and accrued interest.
• Conversion price: $2.27 per share (optional conversion by holder).
• Pre‑payment/Conversion Trigger: If TSX VWAP > $4.54 (200% of conversion price) for 14 consecutive trading days after the first anniversary, Burcon may prepay; otherwise may accelerate conversion after 30‑day notice.
• Resale Restriction: Four months and one day statutory lock‑up on debentures and resulting shares.
• Use of Proceeds:
• Accelerate growth – inventory, labor, production capacity.
• Fund future infrastructure investments anticipating higher demand.
• General corporate purposes.
• Repay the $700k short‑term loan described below.
• Closing Timeline: Anticipated on or about November 28, 2025, subject to subscription agreements and regulatory approvals (including TSX).

Loan Agreement

• Lender: Entity related to a Burcon director.
• Loan Amount: $700,000 unsecured loan, term expires at the earlier of four months or the debenture closing.
• Interest Rate: 12% per annum; interest payable on the last day of each calendar month.
• Commitment Fee: $7,000 payable to lender.
• Use of Loan Proceeds: Bridge funding for commercial production and sales of Burcon proteins, general corporate purposes, and as interim financing until debenture closing.
• Related‑Party Transaction: Exemptions relied upon under MI 61‑101; independent directors approved, interested director abstained.
• TSX Approval: Conditionally approved on November 4, 2025.

Notable Quotes

“We are advancing through a key stage of growth as customer demand translates into commercial expansion,” said Kip Underwood, CEO. “This financing ensures we have the capital flexibility to execute with speed and accelerate our growth trajectory.”

All non‑material boilerplate, forward‑looking statements, and contact information have been omitted for brevity.