Burcon closes $2.75M second tranche of placement

Executive Summary

• Burcon NutraScience Corp. has closed the second tranche of its non-brokered private placement of convertible debentures, raising an aggregate principal amount of $6.9 million to date.
• The second tranche specifically involved the issuance of $2.75 million in convertible debentures, bringing the total closed principal amount to $4 million across the first and second tranches.
• The company expects to close the final tranche of the private placement prior to April 24, 2026, with proceeds intended to strengthen the balance sheet and accelerate commercial execution.

Key Details

• Transaction Structure: Non-brokered private placement of convertible debentures.
• Total Principal Amount Closed: $6.9 million aggregate principal amount.
• Second Tranche Specifics: Issuance of convertible debentures in the aggregate principal amount of $2.75 million.
• Cash Proceeds Received: $4 million in cash received from the closing of the first and second tranches.
• Insider Participation: Insiders have subscribed for convertible debentures totaling $2.7 million in principal amount under the first and second tranches.
• Payment Method:
  • $2.3 million of the private placement is expected to be paid by way of an offset from a loan due to an insider.
  • A further $600,000 of the private placement is expected to be paid by way of an offset from a loan due to an insider.
  • The remaining loan conversion component is a non-cash transaction.
• Finder’s Fees: The company did not pay any finder's fee in connection with the private placement.
• Regulatory Compliance: The issuance is considered a related-party transaction under Multilateral Instrument 61-101. The company intends to rely on exemptions from formal valuation and minority shareholder approval requirements (sections 5.5(a) and 5.7(1)(a) of MI 61-101) as insider participation does not exceed 25% of the company's market capitalization.
• Future Timeline: The company expects to close the final tranche of the private placement prior to April 24, 2026.
• Reference Documents: Terms are set out in the news release dated Jan. 2, 2026; management proxy circular dated Jan. 12, 2026.

Notable Quotes

• "The successful closing of the cash portion of our financing marks an important milestone for Burcon," said Kip Underwood, Burcon's chief executive officer. "With the full targeted cash proceeds now secured, we have strengthened our balance sheet and enhanced our ability to scale production and accelerate commercial execution. The remaining loan conversion component is a non-cash transaction and will further align stakeholders as we continue building long-term value."