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Financings

Burcon Announces Closing of First Tranche of Non-Brokered Private Placement of Convertible Debentures

By The Northwire Desk — AI Analysis Jan 02, 2026 · 08:01 BU · 1.63 BURCON NUTRASCIENCE CORPORATION J
BU · Price

Executive Summary

  • Burcon NutraScience Corp. closed the first tranche of a non‑brokered private placement for up to $6.3 million in convertible debentures, receiving $1.25 million in gross proceeds from its manufacturing partner owners.
  • The financing is intended to accelerate production, inventory build‑up, and infrastructure investments, as well as repay a short‑term loan disclosed on November 12, 2025.
  • A second tranche is expected to close around February 24, 2026 pending shareholder approval at the special meeting scheduled for February 20, 2026.

Key Details

  • Private Placement Structure
  • Total aggregate principal amount: up to $6.3 million.
  • Insiders and manufacturing partner owners committed to a minimum of $5.0 million participation.

  • First tranche closed with $1.25 million gross proceeds (direct investment from manufacturing partner owners).

  • Convertible Debenture Terms

  • Principal per debenture: $1,000.
  • Interest rate: 15% per annum, payable in full at maturity.
  • Maturity: 48 months after issuance; principal and accrued interest payable in cash.
  • Conversion price: $1.60 per share (option to convert into common shares or pre‑funded warrants).

  • Pre‑funded warrant exercise price: $0.00001 per PF Share.

  • Accelerated Prepayment / Conversion Feature

  • If the VWAP of Burcon’s shares on the TSX exceeds $3.20 (200% of conversion price) for 14 consecutive trading days after the first anniversary, the company may prepay principal and interest.

  • Holders have 30 days to accept prepayment; otherwise, the company may accelerate conversion into shares or PF warrants.

  • Resale Restrictions

  • Convertible debentures, underlying shares, and PF warrants are subject to a four‑month plus one day statutory resale restriction under Canadian securities law.

  • Securities are “restricted” in the U.S.; not registered under the U.S. Securities Act.

  • Finder’s Fee

  • Company may pay a cash finder’s fee up to 4.0% of gross proceeds to any finders introducing investors.

  • Use of Proceeds

  • Accelerate growth via investments in inventory, labor, and production capability.
  • Fund future infrastructure projects anticipating higher customer demand.
  • General corporate purposes.

  • Repay the short‑term loan disclosed on November 12, 2025.

  • Shareholder Approval & Closing Timeline

  • Shareholder approval required for final tranche due to insider participation exceeding 20% of outstanding shares.

  • Special shareholders’ meeting scheduled for February 20, 2026; final tranche expected to close ≈ February 24, 2026, subject to regulatory approvals and execution of subscription agreements.

  • Regulatory & Related‑Party Considerations

  • Transaction qualifies as a related‑party transaction under MI 61‑101; company will rely on exemptions from formal valuation and minority shareholder approval because insider participation is <25% of market cap.
  • No U.S. registration; securities may not be offered or sold in the United States absent exemption.

Notable Quotes

  • “The strong support for this financing, particularly from our insiders and manufacturing partner owners, reflects confidence in Burcon's strategy and progress,” said Kip Underwood, CEO.
  • “The closing of this first tranche strengthens our financial position and enables us to accelerate production and ingredient sales to meet increasing customer demand.” – Kip Underwood, CEO.
Read the original news release →

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Financings