SEDAR Interim Financial Statements

Burcon NutraScience Corporation Condensed Consolidated Interim Financial Statements Three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) Notice of No Auditor Review of Condensed Consolidated Interim Financial Statements The accompanying unaudited condensed consolidated interim financial statements of Burcon NutraScience Corporation for the interim period ended December 31, 2025 have been prepared by management and approved by the Audit Committee of the Board of Directors of the Company. These unaudited condensed consolidated interim financial statements have not been reviewed by an auditor in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor. BURCON NUTRASCIENCE CORPORATION Condensed Consolidated Interim Statements of Financial Position (Unaudited) As at December 31, 2025 and March 31, 2025 (In Canadian dollars) Notes December 31, 2025 March 31, 2025 Assets Current assets Cash 1,287,324 7,275,972 Amounts receivable and other receivables 481,542 131,974 Inventory 6 817,824 201,145 Prepaid expenses and deposits 111,684 191,390 2,698,374 7,800,481 Derivative financial asset 9 223,767 - Long-term deposit 4 862,138 853,943 Property and equipment 7 1,741,811 961,418 Right-of-use assets 4, 8 12,554,869 14,834,751 Deferred development costs 4,636,521 4,952,647 Goodwill 1,254,930 1,254,930 Total assets 23,972,410 30,658,170 Liabilities Current liabilities Accounts payable and accrued liabilities 2,192,558 1,271,743 Current portion of secured loan 10 8,361,548 2,085,567 Current portion of lease liabilities 4, 11 1,836,968 890,566 Deferred revenue and government assistance - 46,870 12,391,074 4,294,746 Secured loan 10 - 5,792,049 Convertible notes 9 682,195 - Lease liabilities 4, 11 13,385,445 13,627,713 Total liabilities 26,458,714 23,714,508 Shareholders’ equity Capital stock 12 131,614,299 131,581,539 Contributed surplus 12 20,462,211 19,216,437 Options 12 4,855,788 5,748,320 Warrants 12 710,614 670,019 Equity component of convertible notes 9 745,187 - Restricted share units 12 9,302 37,553 Foreign currency translation reserve 81,291 1,080 Deficit (160,964,996) (150,311,286) Total shareholders’ equity (2,486,304) 6,943,662 Total liabilities and shareholders’ equity 23,972,410 30,658,170 Going concern 1 Subsequent events 9, 10, 12 The accompanying notes are an integral part of these condensed consolidated interim financial statements. BURCON NUTRASCIENCE CORPORATION Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) For the three and nine months ended December 31, 2025 and 2024 (In Canadian dollars) Three months ended December 31 Nine months ended December 31 Notes 2025 2024 2025 2024 Revenue 13 739,095 61,492 1,438,482 338,567 Cost of sales 14 2,332,116 287,375 6,213,860 659,621 Research and development 15 379,466 676,107 1,093,965 2,509,975 General and administrative 16 692,438 889,502 2,173,625 2,927,690 Loss from operations (2,664,925) (1,791,492) (8,042,968) (5,758,719) Interest and other income 22,199 5,384 116,738 49,287 Interest and other expenses 10, 11 (829,276) (9,470) (2,436,466) (315,465) Foreign exchange (loss) gain (103,430) 11,634 (291,014) 16,695 Net loss (3,575,432) (1,783,944) (10,653,710) (6,008,202) Other comprehensive gain Foreign currency translation adjustment 77,235 - 80,211 - Total comprehensive loss (3,498,197) (1,783,944) (10,573,499) (6 --- ,008,202) Basic and diluted loss per share 17 (0.28) (0.25) (0.84) (0.83) The accompanying notes are an integral part of these condensed consolidated interim financial statements BURCON NUTRASCIENCE CORPORATION Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (Unaudited) For the nine months ended December 31, 2025 and 2024 (In Canadian dollars, except share amounts) Number of fully paid common shares Capital stock Contributed surplus Options Warrants Restricted share units Equity component of convertible notes Deficit Foreign currency translation reserve Total shareholders’ equity Balance, March 31, 2024 7,104,446 122,069,825 17,283,934 7,436,262 237,201 172,776 - (142,046,499) - 5,153,499 Loss and comprehensive loss - - - - - - - (6,008,202) - (6,008,202) Issue costs - - - - (8,200) - - - - (8,200) Options exercised 26,500 143,847 - (29,897) - - - - - 113,950 Options forfeited - - 882,904 (882,904) - - - - - - Options expired 604,875 (604,875) - - - - - - Restricted share units redeemed 3,569 50,217 - - - (50,217) - - - - Warrants vested - - - - 103,870 - - - - 103,870 Stock-based compensation - - - 198,933 337,500 26,411 - - - 562,844 Balance, December 31, 2024 7,134,515 122,263,889 18,771,713 6,117,519 670,371 148,970 - (148,054,701) - (82,239) Balance, March 31, 2025 12,688,076 131,581,539 19,216,437 5,748,320 670,019 37,553 - (150,311,286) 1,080 6,943,662 Net loss - - - - - - - (10,653,710) - (10,653,710) Foreign currency translation adjustment - - - - - - - - 80,211 80,211 Issuance of convertible notes - - - - - - 745,187 - - 745,187 Options forfeited - - 935,112 (935,112) - - - - - - Options expired - - 310,662 (310,662) - - - - - - Restricted share units redeemed 4,200 32,760 - - - (32,760) - - - - Stock-based compensation - - - 353,242 40,595 4,509 - - - 398,346 Balance, December 31, 2025 12,692,276 131,614,299 20,462,211 4,855,788 710,614 9,302 745,187 (160,964,996) 81,921 (2,486,304) The accompanying notes are an integral part of these condensed consolidated interim financial statements. BURCON NUTRASCIENCE CORPORATION Condensed Consolidated Interim Statements of Cash Flows (Unaudited) For the nine months ended December 31, 2025 and 2024 (In Canadian dollars) Nine months ended December 31 2025 2024 Cash flows from operating activities Net loss for the period (10,653,710) (6,008,402) Items not affecting cash Depreciation expense 1,009,179 215,767 Amortization of deferred development costs 316,126 316,126 Unrealized foreign exchange loss (gain) 255,884 (23,084) Interest expense on secured loan and short-term loan 503,462 298,922 Interest expense on lease liabilities 1,902,904 16,557 Interest income earned on long-term deposit (48,518) - Write-down of inventory to net realizable value 2,413,759 361,728 Stock-based compensation expense 398,346 562,844 (3,902,568) (4,259,342) Changes in non-cash working capital items Amounts receivable and other receivables (357,809) 486,841 Inventory (2,246,036) (529,738) Prepaid expenses and deposits 75,068 124,533 Accounts payable and accrued liabilities 730,476 (109,633) Deferred revenue and government assistance (46,870) (141,559) (5,747,739) (4,428,898) Interest income (10,397) (49,287) Interest expense paid (455,848) (16,557) Net cash used in operating activities (6,213,984) (4,494,742) Cash flows from investing activities Interest income received 10,397 49,287 Acquisition of property and equipment (798,419) (215,860) Net cash used in investing activities (788,02 --- 2) (166,573) Cash flows from financing activities Convertible note proceeds 1,250,000 - Short-term loan proceeds 703,150 - Secured loan proceeds - 1,000,000 Repayment of short-term loan (685,300) - Share and warrant issue costs (83,896) (21,903) Options exercised - 113,950 Payments of lease liabilities (21,346) (59,932) Net cash provided by financing activities 1,162,608 1,032,115 Foreign exchange gain (loss) on cash (149,250) 23,084 Decrease in cash (5,988,648) (3,606,116) Cash, beginning of period 7,275,972 4,197,141 Cash, end of period 1,287,324 591,025 The accompanying notes are an integral part of these condensed consolidated interim financial statements. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 1 1. Going concern These condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assumes that Burcon NutraScience Corporation (“Burcon” or the “Company”) will continue its operations and be able to realize its assets and discharge its liabilities and commitments in the normal course of operations for the foreseeable future. In assessing whether the going concern assumption is appropriate and whether there are material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern, management considers all available information and actions within its control with respect to the period 12 months from the date of approval of these condensed consolidated interim financial statements. The Company has incurred losses since its inception and as at December 31, 2025, had an accumulated deficit of $161.0 million (March 31, 2025 - $150.3 million) and negative working capital of $9.7 million (March 31, 2025 – positive working capital of $3.5 million). During the nine months ended December 31, 2025, the Company incurred a net loss of $10.7 million (2024 - $6.0 million) and had net cash used in operating activities of $6.2 million (2024 - $4.5 million). On December 31, 2025, the Company closed the first tranche of a non-brokered private placement of convertible notes, raising proceeds of $1.3 million. The Company anticipates closing the private placement in two tranches for an aggregate principal amount of up to $6.9 million. Refer to Note 9. In the year ended March 31, 2025, the Company entered into a binding term sheet for a contract manufacturing agreement (the “Manufacturing Agreement”) with a strategic investment partner and related party. The Manufacturing Agreement provides Burcon with exclusive access to the facility’s manufacturing capacity and Burcon will use the facility as its exclusive manufacturer. In March 2025, Burcon obtained access to the manufacturing facility and began commissioning the facility. In the nine months ended December 31, 2025, Burcon completed commissioning the facility and launched commercial production and sales. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to successfully commercialize its technologies, scale production, generate revenue and raise additional capital. The Company has historically relied on equity and debt financing to fund its operations. While the Company is considering various financing options for its short-term and long-term liquidity requirements, there can be no assurance --- that additional financing may be available on acceptable terms, if at all. If Burcon is unable to raise additional funds when it needs them, it may be required to delay, reduce or eliminate some or all of its commercialization efforts, production, or research and development programs. Therefore, these conditions result in material uncertainties that may cast significant doubt over the Company’s ability to continue as a going concern. These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its commitments, realize its assets and discharge its liabilities in the normal course. These condensed consolidated interim financial BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 2 statements do not reflect adjustments to the carrying values of assets and liabilities that would be necessary if the Company was unable to continue as a going concern and such adjustments could be material. 2. Nature of operations Burcon is headquartered in Vancouver, British Columbia, Canada. The Company’s common shares are traded on the Toronto Stock Exchange (“TSX”) and under the symbol “BU”. Burcon is a plant protein technology company that has developed high purity and functional proteins for foods and beverages derived from pea, canola, soy, hemp, sunflower seeds, and fava, among other plant sources. The following entities have been consolidated within these condensed consolidated interim financial statements: Subsidiaries Country Functional Currency % Interest Burcon NutraScience Corporation Canada Canadian Dollar Parent Company Burcon NutraScience (MB) Corp. Canada Canadian Dollar 100% Burcon NutraScience (US) Corp. United States US Dollar 100% Basis of presentation These condensed consolidated interim financial statements are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) applicable to the preparation of interim financial statements, including International Accounting Standards (“IAS”) 34, Interim Financial Reporting. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and, as such, should be read in conjunction with the Company’s consolidated annual financial statements for the year ended March 31, 2025. These condensed consolidated interim financial statements are recorded and presented in Canadian dollars ($), which is the Company’s functional currency. These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany transactions and balances have been eliminated on consolidation. These condensed consolidated interim financial statements were approved and authorized for issue by the Audit Committee of the Board of Directors on February 11, 2026. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 3 3. Material accounting policies The material accounting policies adopted in the presentation of these condensed consolidated interim financial statements are the same as those set out in the annual audited consolidated financial state --- ments for the year ended March 31, 2025. Unless otherwise stated, these policies have been consistently applied to all periods presented. Revenue recognition The Company has multiple revenue streams and revenue is recognized in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods and services. • Revenue from the sale of protein isolate is recorded at the point of sale, when the customer assumes control of the products as defined in the terms of agreement with the customer. • Revenue associated with contract research services are recognized when the services are rendered. • Revenue associated with contract manufacturing services are recognized when the services are rendered. Accounting standards and amendments issued and not yet adopted IFRS 18 – Presentation and disclosure in financial statements In April 2024, the International Accounting Standards Board (“IASB”) issued IFRS 18 Presentation and Disclosure in Financial Statements to replace IAS 1 Presentation of Financial Statements and is effective for annual periods beginning on or after January 1, 2027 with early adoption permitted. IFRS 18 introduces a defined structure for the presentation of the consolidated statement of operations and comprehensive loss, including required totals and subtotals and aggregating and disaggregating principles to categorize financial information. The standard also requires all Management-defined performance measures to be disclosed in the notes to the consolidated financial statements. The Company is currently assessing the impact of this new standard. Amendments to IFRS 9 - financial instruments and IFRS 7 - financial instruments: disclosures In May 2024, the IASB issued amendments to the classification and measurement of financial instruments which amended IFRS 9 and IFRS 7 and will be effective for annual reporting periods beginning on or after January 1, 2026, with early adoption permitted. The amendments are related to settling financial liabilities using electronic payment systems, and assessing contractual cash flow characteristics of financial assets with contingent features and when these features can be considered consistent with a basic lending agreement, in which the instrument can be measured at amortized cost. The Company is currently assessing the impact of the amendments. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 4 4. Protein Production Facility On February 2, 2025, Burcon entered into the Manufacturing Agreement with RE ProMan LLC (“ProMan”) for the right to use and operate a protein production facility (the “Protein Production Facility”). The key terms of the Manufacturing Agreement are as follows: • ProMan will purchase the Protein Production Facility, including incremental capital equipment; • Burcon has exclusive access to 100% of the manufacturing capacity for production of Burcon’s plant protein portfolio; • Burcon to use ProMan as its exclusive manufacturer for its protein products; • Burcon to produce and sell its entire portfolio of plant proteins; • Seven-year term Manufacturing Agreement, after which Burcon and ProMan will negotiate and enter into a ten-year lease agreement at market lease rates; • Burcon to pay ProMan an annual production fee and reim --- burse ProMan for its operating costs during the seven-year term; and • ProMan has granted Burcon a right of first refusal to purchase the facility in the event ProMan desires to sell the facility. In accordance with the Manufacturing Agreement, Burcon will pay ProMan an aggregate fixed fee of US $19.8 million (CA $27.2 million) during the term of the Manufacturing Agreement. In the three and nine months ended December 31, 2025, the Company has paid $145,245 and $432,784, respectively (2024 - $nil and $nil). Refer to Note 18 for disclosure of timing of contractual commitments. In March 2025, Burcon paid a security deposit of US $1 million (CA $1.4 million), which is non- interest bearing and was recorded as a long-term deposit at amortized cost using the effective interest rate method. The difference between the fair value and nominal value is included in right-of-use assets. In the three months and nine months ended December 31, 2025, the Company earned interest income on this deposit of $16,740 and $48,518, respectively (2024 - $nil and $nil). The Manufacturing Agreement provides Burcon with the right to direct the use of and obtain substantially all the economic benefits from the Protein Production Facility and accordingly is accounted for as a lease in accordance with IFRS Accounting Standards. The lease term is seven years as the probability of Burcon and ProMan negotiating the following ten-year lease agreement is not considered reasonably certain. The lease payments are comprised of the annual production fee and do not include payment of the security deposit or operating cost reimbursements. The operating cost reimbursements are expensed in the period that the services are incurred. The lease liability was measured at the present value of future lease payments, discounted using the incremental borrowing rate as the interest rate implicit in the lease was not readily determinable. Management determined the incremental borrowing rate for the lease to be 17.3% by considering the terms and conditions of the lease including lease term, type of asset and the amount needed to obtain BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 5 an asset of similar value to the right-of-use asset arising from the lease, and the economic environment in which the lease is executed. The initial measurement of the lease liability issued in exchange for right-of-use asset was $14,340,910. The balance of the lease liability as at December 31, 2025 is $15,206,105 (March 31, 2025 - $14,427,910). 5. Protein Industries Canada Protein Industries Canada (“PIC”) is an industry-led, not-for-profit organization committed to positioning Canada as a global source of high-quality plant protein ingredients. During the year ended March 31, 2024, Burcon entered into a collaborative agreement with PIC for the commercialization of hempseed and sunflower seed protein. In the nine months ended December 31, 2025, Burcon entered into an agreement with PIC to amend the collaborative agreement to further support the commercialization of canola protein. On May 13, 2025, the collaborative agreement with respect to the commercialization of hempseed and sunflower seed proteins concluded. During the three and nine months ended December 31, 2025, Burcon recorded PIC grants of $606 and $75,306, respectively (2024 - $78,441 and $636,188), as govern --- ment assistance against research and development expenses, general and administrative expenses, inventory, and property and equipment, of which $3,943 is included in amounts receivable at December 31, 2025 (March 31, 2025 - $nil). As at December 31, 2025, Burcon had received $nil in advance payments in respect of eligible expenses to be incurred in subsequent periods, which is recognized as deferred government assistance (March 31, 2025 - $46,870). 6. Inventory December 31, 2025 March 31, 2025 Protein isolate 378,064 - Raw materials 439,760 201,145 Balance – end of period 817,824 201,145 BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 6 7. Property and equipment Equipment Computer Equipment Leasehold Improvements Total Cost: March 31, 2024 5,137,624 140,998 97,811 5,376,433 Additions 144,230 616 - 144,846 Transfers from right-of-use assets1 287,942 - - 287,942 Foreign translation adjustment 364 - - 364 March 31, 2025 5,570,160 141,614 97,811 5,809,585 Additions 164,298 751 892744 1,057,794 Foreign translation adjustment (20,227) (4) (8,987) (29,218) December 31, 2025 5,714,231 142,361 981,568 6,838,161 Accumulated depreciation: March 31, 2024 4,334,514 117,536 94,960 4,547,010 Depreciation 261,821 6,802 2,851 271,474 Transfers from right-of-use assets1 29,672 - - 29,672 Foreign translation adjustment 11 - - 11 March 31, 2025 4,626,018 124,338 97,811 4,848,167 Depreciation 221,459 3,814 29,952 255,225 Foreign translation adjustment (6,622) (3) (417) (7,042) December 31, 2025 4,840,855 128,149 127,346 5,096,350 Net book value: March 31, 2025 944,142 17,276 - 961,418 December 31, 2025 873,376 14,212 854,222 1,741,811 1. Transfers from right-of-use assets consisted of the purchase of previously leased assets. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 7 8. Right-of-use assets Office Lease Property and Equipment Total Cost: March 31, 2024 135,050 294,344 429,394 Additions 105,268 14,925,972 15,031,240 Transfers to property and equiment1 - (287,942) (287,942) Disposals (135,050) - (135,050) Foreign translation adjustment - (56,886) (56,886) March 31, 2025 105,268 14,875,488 14,980,756 Change in expected lease term2 (52,716) - (52,716) Foreign translation adjustment - (692,981) (692,981) December 31, 2025 52,552 14,182,507 14,235,059 Accumulated depreciation: March 31, 2024 126,470 36,074 162,544 Depreciation 28,318 119,865 148,183 Transfers to property and equipment1 - (29,672) (29,672) Disposals (135,050) - (135,050) March 31, 2025 19,738 126,267 146,005 Depreciation 21,498 1,534,804 1,556,302 Foreign translation adjustment - (22,117) (22,117) December 31, 2025 41,236 1,638,954 1,680,190 Net book value: March 31, 2025 85,530 14,749,221 14,834,751 December 31, 2025 11,316 12,543,553 12,554,869 1. Transfers to property and equipment consisted of the purchase of previously leased assets. 2. The change in expected lease term is due to management’s change in expectation that the Company is no longer reasonably certain to exercise its option to renew the office lease. 9. Convertible Notes On December 31, 2025, Burcon closed the offering of a non-brokered private placement of convertible notes (the “Convertible Notes”) for an aggregate principal amount of up to $6. --- 9 million (the “Private Placement”). The Company will close the Private Placement in two tranches with the first tranche closed on December 31, 2025 for gross proceeds of $1.25 million. Each Convertible Note will consist of $1,000 principal amount, be unsecured, have a term of 48 months from the date of issuance and will bear interest at a rate of 15% per annum, payable in full upon maturity. Each Convertible Note will be convertible at the option of the holder (the “Conversion Option”), in whole or in part, into commons shares of the Company (the “Shares”) at a conversion price of $1.60 per share (“Conversion Price”) and certain holders will have the option to convert their Convertible Notes, in whole or in part, into pre-funded warrants of the Company BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 8 (“PF Warrants”). The PF Warrants will be exercisable to acquire on common share of the Company at an exercise price of $0.00001. At any time after the first anniversary of the issuance date of the Convertible Notes, if the volume weighted average price of the Shares on the TSX (or such other stock exchange where the Shares principally trade) is above $3.20 for a period of 14 consecutive trading days, the Company may prepay the principal amount and any accrued and unpaid interest to the holders of the Convertible Notes (the “Prepayment Option”). Upon written notice from the Company of such prepayment, a holder will have 30 days from the date of such notice to accept the prepayment, failing which, the Company may accelerate the conversion of the Convertible Notes into Shares at the Conversion Price. The Private Placement has been conditionally approved by the TSX subject to Burcon complying with terms of such conditional approval, including receipt of disinterested shareholder approval. If so approved, the Company expects to close the final tranche of the Private Placement following the special meeting of shareholders scheduled on February 20, 2026. The components of the Convertible Notes were separately accounted for with the liability host contract classified as a liability recorded at amortized cost, the Conversion Option classified as an equity instrument initially recorded at fair value and the Prepayment Option is classified as a derivative financial asset recognized at fair value through profit and loss (“FVTPL”). Changes in the fair value of the derivative financial asset are recorded in the consolidated statement of operations and comprehensive loss. The fair value of the derivative financial asset is categorized as level 3 in the fair value hierarchy and was estimated based on a methodology for pricing convertible bonds using the Partial Differential Equation Method, with the following assumptions as at December 31, 2025: expected volatility of 79%, risk free rate of 2.7%, and an expected life of 4 years. The initial fair value and the value as at December 31, 2025 of the derivative financial asset was $223,767. Increases in volatility would decrease the fair value of the derivative financial asset. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 9 10. Debt (a) Secured Loan As at December 31, 2025, the principal amount outstanding from the first tranch --- e of the Secured Loan is $5.0 million (March 31, 2025 - $5.0 million) and from the second tranche of the Secured Loan is $2.0 million (March 31, 2025 - $2.0 million). Refer to Note 19 for discussion of the related party nature of the Secured Loan. Nine months ended December 31, 2025 Year ended March 31, 2025 Balance, beginning of period 7,877,616 6,404,778 Draw downs - 1,000,000 Interest expense accreted 483,932 472,838 Balance, end of period 8,361,548 7,877,616 Current portion of Secured Loan 8,361,548 2,085,567 Long-term portion of Secured Loan - 5,792,049 8,361,548 7,877,616 On November 11, 2025, Burcon entered into a letter agreement to amend the second tranche maturity date to December 17, 2026. (b) Short-term loans On November 7, 2025, Burcon entered into a loan agreement with an entity related to a director of Burcon for an unsecured loan (the “2025 Loan”) of up to US$500,000 (CA $700,000) for a term of the earlier of four months and the completion of the Private Placement. The 2025 Loan bore interest at a rate of 12% per annum payable on the last day of each calendar month and Burcon paid a commitment fee of $7,000. The Loan was fully drawn on November 7, 2025 and was repaid on December 31, 2025. Subsequent to December 31, 2025, Burcon entered into a loan agreement with an entity related to a director of Burcon who provided Burcon with an unsecured loan (the “2026 Loan”) of up to US$350,000 (CA$480,000) for a term of the earlier of 30 days and the completion of the Private Placement. The 2026 Loan bears interest at a rate of 12% per annum payable on the last day of each calendar month and a commitment fee of $2,800. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 10 11. Lease liabilities Nine months ended December 31, 2025 Year ended March 31, 2025 Balance, beginning of period 14,518,279 260,845 Additions - 14,445,351 Change in expected lease term1 (52,716) - Interest expense accreted 1,902,904 161,393 Principal and interest payments (457,664) (294,656) Foreign translation adjustment (688,390) (54,654) Balance, end of period 15,222,413 14,518,279 Current portion of lease liabilities 1,836,968 890,566 Long-term portion of lease liabilities 13,385,445 13,627,713 15,222,413 14,518,279 1. The change in expected lease term is due to management’s change in expectation that the Company is no longer reasonably certain to exercise its option to renew the office lease. 12. Shareholders’ equity (a) Capital stock Share Consolidation On June 9, 2025, Burcon consolidated its issued and outstanding common shares at a ratio of twenty pre-consolidation common shares to one post-consolidation common share (the “Share Consolidation”). On the date of consolidation, the exercise price and number of common shares issuable on the exercise of Burcon’s outstanding warrants and stock options were proportionally adjusted to reflect the share consolidation in accordance with the terms of such securities. The post- consolidation common shares commenced trading on the TSX on June 11, 2025. The Share Consolidation has been retrospectively applied in these condensed consolidated interim financial statements. Rights Offering On November 20, 2024, Burcon announced it was offering rights (the “Rights Offering”) to holders of its common shares of record at close of business on November 27, 2024. Pursuant to the Rights Offeri --- ng, each holder of common shares received one transferable right (a “Right”) for each common share held. Each Right entitled a holder to purchase one common share at a price of $1.70 (the “Subscription Price”). The Subscription Price is equal to an approximately 39% discount to BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 11 the volume weighted average trading price of the common shares on the TSX for the 5-day period ending November 19, 2024. On February 13, 2025, the Company completed the Rights Offering and issued 5,549,306 common shares, raising gross proceeds of $9,433,821 and net proceeds of $9,202,900 and total issue costs of $230,921. (b) Options The Company has a stock option plan in which all directors, officers, employees and consultants of the Company and its subsidiaries are eligible to participate. As at December 31, 2025, an additional 109,753 (March 31, 2025 – 631,739) options may be granted in future years under this plan. Number of options Weighted average exercise price $ Outstanding - Beginning of period 637,065 16.48 Granted 568,000 2.09 Forfeited / cancelled (18,041) 36.42 Expired (27,550) 47.78 Outstanding - End of period 1,159,474 8.38 The following table summarizes information about stock options outstanding and exercisable at December 31, 2025: Options Outstanding Options exercisable Range of exercise prices Number outstanding Weighted average remaining contractual life Weighted average exercise price Number exercisable Weighted average exercise price $ (years) $ $ 1.80 – 20.00 1,020,567 7.4 3.03 261,249 4.27 20.01 – 40.00 78,949 4.3 31.49 58,950 30.30 40.01 – 60.00 30,708 4.2 56.75 15,709 53.65 80.00 – 97.89 29,250 2.5 81.85 29,250 81.85 1,159,474 7.0 8.38 365,158 16.81 BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 12 The fair value of each option is estimated as at the date of grant or other measurement date using the Black-Scholes option pricing model and the following weighted average assumptions: Nine months ended December 31, 2025 Exercise price $1.90 - $2.88 Share price $1.90 - $2.88 Dividend yield 0.0% Expected volatility 82.2% Risk-free interest rate 2.9% Expected forfeitures 4.5% Expected average option term (years) 7.5 The weighted average fair value of the options granted during the nine months ended December 31, 2025 was $0.70 per option. Option based stock-based compensation expense is recognized in salaries and benefits expense of the following components of the condensed consolidated interim statements of operations and comprehensive loss as follows: Three months ended December 31 Nine months ended December 31 2025 2024 2025 2024 Research and development 21,694 (3,729) 60,630 39,105 General and administrative 69,614 41,516 279,946 159,828 Cost of sales 12,666 - 12,666 - (c) Restricted Share Unit (“RSU”) Plan The Company has an RSU plan in which all directors, officers, employees and consultants of the Company and its subsidiaries are eligible to participate. (number of RSUs) Nine months ended December 31, 2025 Outstanding – beginning of period 8,150 Granted - Redeemed (4,200) Forfeited / cancelled - Outstanding – end of period 3,950 RSUs are measured at fair value based on the closing price of our common shares --- for the day preceding the date of the grant. No RSUs were granted during the nine months ended December 31, 2025. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 13 RSU based stock-based compensation expense is recognized in salaries and benefits expense of the following components of the condensed consolidated interim statements of operations and comprehensive loss as follows: Three months ended December 31 Nine months ended December 31 2025 2024 2025 2024 Research and development 665 6,086 3,100 20,391 General and administrative 291 2,171 1,409 6,020 Cost of sales - - - - (d) Warrants On September 17, 2025, the Company received shareholder approval to amend the exercise price of all outstanding warrants, which ranged from $4.54 to $5.89, to $3.50 per common share (“Warrant Modification”). In the three and nine months ended December 31, 2025, included in general and administrative expenses (professional fees) is $nil and $40,594, respectively (2024 - $nil and $nil) (Note 16), of stock-based compensation due to the Warrant Modification of the Consultant Warrants. In the three and nine months ended December 31, 2024, the Company recognized stock-based compensation included in general and administrative expenses (professional fees) of $112,500 and $337,500, respectively. As at December 31, 2025, Burcon had the following warrants outstanding: 2023 Private Placement 2024 Private Placement Consultant Warrants (note 19) Warrants exercisable into common shares 644,043 603,094 297,112 Exercise price $3.50 $3.50 $3.50 Expiry date May 8-16, 2026 March 12, 2026 June 25, 2026 Subsequent to December 31, 2025, the Company announced a proposal to extend the expiry date of all classes of warrants to June 30, 2027. In accordance with the policies of the TSX, the board of directors of Burcon has resolved to amend certain of the 2023 Private Placement and 2024 Private Placement warrants held by non-insiders. The expiry date of 376,760 2023 Private Placement Warrants and the expiry date of 390,906 2024 Private Placement Warrants held by non- insiders will be extended to June 30, 2027, with effect on February 19, 2026. On February 20, 2026, disinterested shareholder approval will be sought separately for each of the 2023 Private Placement, 2024 Private Placement and Consultant Warrants held by insiders to extend the expiry date to June 30, 2027. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 14 13. Revenue Three months ended December 31 Nine months ended December 31 2025 2024 2025 2024 Sale of protein 700,395 2,278 772,847 188,784 Contract research services 38,700 59,214 94,078 149,783 Contract manufacturing services - - 571,557 - Revenue 739,095 61,492 1,438,482 338,567 14. Cost of Sales Three months ended December 31 Nine months ended December 31 2025 2024 2025 2024 Cost of products 2,102,740 260,336 3,173,189 597,257 Salaries and benefits 91,183 12,000 1,188,244 43,663 Depreciation expense 64,368 - 887,151 - Other 34,135 15,039 623,029 18,701 Utilities 39,690 - 342,247 - Cost of sales 2,332,116 287,375 6,213,860 659,621 For the three and nine months ended December 31, 2025, included in the cost of products is a write- down of inventory to net realizable value of $1,404,413 a --- nd $2,413,759, respectively (2024 - $259,533 and $361,728). Other costs include direct costs for the provisioning of contract research services and operating costs of the Protein Production Facility. 15. Research and development Three months ended December 31 Nine months ended December 31 2025 2024 2025 2024 Amortization of deferred development costs 105,375 105,375 316,126 316,126 Salaries and benefits 87,650 333,775 284,792 1,138,224 Intellectual property 77,159 49,808 241,573 435,537 Depreciation of property and equipment 33,638 61,500 98,596 184,718 Rent 31,162 33,876 93,050 93,964 Laboratory operation 31,949 51,659 86,751 212,686 Analyses and testing 12,328 107,536 37,749 468,418 379,261 743,530 1,158,637 2,849,493 Government assistance 205 (67,423) (64,672) (339,518) Research and development 379,466 676,107 1,093,965 2,509,975 BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 15 16. General and administrative Three months ended December 31 Nine months ended December 31 2025 2024 2025 2024 Salaries and benefits 332,799 342,025 1,044,843 1,101,726 Professional fees 234,517 399,459 643,353 1,093,667 Office supplies and services 57,743 51,029 155,735 196,733 Investor relations 25,627 26,474 113,381 341,131 Travel and meals 18,528 30,412 94,367 87,755 Transfer agent and filing fees 880 4,509 39,188 25,034 Other 23,154 35,594 91,874 88,014 693,248 889,502 2,182,741 2,934,060 Government assistance (810) - (9,116) (6,370) General and administrative 692,438 889,502 2,173,625 2,927,690 17. Basic and diluted loss per share The following table sets forth the computation of basic and diluted loss per share: Three months ended December 31 Nine months ended December 31 2025 2024 2025 2024 Basic and diluted net loss attributable to common shareholders (3,575,432) (1,783,944) (10,653,710) (6,008,202) Shares Shares Weighted average common shares - basic and diluted 12,690,604 7,131,777 12,688,855 7,114,939 Basic and diluted loss per share (0.28) (0.25) (0.84) (0.83) For the three and nine months ended December 31, 2025 and 2024, the Company excluded all potential common share equivalents from the diluted loss per share calculation as they were anti-dilutive. 18. Financial instruments Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company manages liquidity risk through the management of its capital structure. It also manages liquidity risk by monitoring actual and forecasted cash flows taking into account current and planned operations. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 16 The timing of undiscounted cash outflows relating to financial liabilities and commitments, including interest payments, are outlined in the table below. For accounts payable and accrued liabilities, the undiscounted cash flows are equal to the carrying value. December 31, 2025 1 year 2 years 3-5 years Thereafter Accounts payable and accrued liabilities 2,192,558 - - - Lease liabilities 2,012,908 4,088,589 14,863,129 5,797,295 Secured loan 8,504,000 - - - Convertible notes - - 1,250,000 - 12,709,466 4,088,589 16,113,129 --- 5,797,295 March 31, 2025 1 year 2 years 3-5 years Thereafter Accounts payable and accrued liabilities 1,271,743 - - - Lease liabilities 1,005,752 2,675,037 14,285,948 10,641,205 Secured loan 2,126,466 5,955,616 - - 4,403,961 8,630,653 14,285,948 10,641,205 Fair value The fair value of the Company’s short-term financial assets and financial liabilities, including cash, amounts receivable, and accounts payable and accrued liabilities approximates their carrying values due to the short-term maturities of these financial instruments. The estimated fair value of the long-term deposit is based on level 2 inputs and is estimated based on risk-free interest rates on government debt instruments of similar maturities, adjusted for estimated credit risk. The estimated fair value of the derivative financial asset is based on level 3 inputs, refer to Note 9. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 17 The carrying values and fair values of financial instruments, by class, are as follows: As at December 31, 2025 At fair value through profit or loss Financial assets at amortized cost Financial liabilities at amortized cost Fair value Financial assets Cash - 1,287,324 - 1,287,324 Amounts receivable - 464,395 - 464,395 Derivative financial asset 223,767 - - 223,767 Long-term deposit - 862,138 - 837,032 223,767 2,613,857 - 2,812,518 Financial liabilities Accounts payable and accrued liabilities - - 2,192,558 2,192,558 Convertible notes - - 682,195 682,195 Secured loan - - 8,361,548 8,361,548 - - 11,236,301 11,236,301 As at March 31, 2025 At fair value through profit or loss Financial assets at amortized cost Financial liabilities at amortized cost Fair value Financial assets Cash - 7,275,972 - 7,275,972 Amounts receivable 87,090 - 87,090 Long-term deposit - 853,943 - 853,943 - 8,217,005 - 8,217,005 Financial liabilities Accounts payable and accrued liabilities - - 1,271,743 1,271,743 Secured loan - - 7,877,616 7,877,616 - - 9,149,359 9,149,359 19. Related party transactions (a) Secured Loan In June 2022, Burcon entered into a loan agreement with Large Scale Investments Limited, a wholly-owned subsidiary of Firewood Elite Limited (“Firewood”), for a secured loan of up to $10 million that would be made available to Burcon in two tranches of $5 million. Firewood, a related party of Burcon that has significant influence over the Company, is wholly-owned by Mr. Alan Chan, a director of the Company. Refer to Note 10. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 18 (b) Manufacturing Agreement ProMan is controlled by Mr. John Vassallo, a director and shareholder of Burcon. On February 2, 2025, Burcon entered into the Manufacturing Agreement with ProMan for the right to use and operate the Protein Production Facility (Note 4). In accordance with the Manufacturing Agreement, Burcon agrees to use ProMan exclusively to manufacture its products, which creates an economic dependency. As at December 31, 2025, Burcon had an amount receivable from ProMan of $98,044 (March 31, 2025 - $60,055) and an amount payable to ProMan of $110,895 (March 31, 2025 - $118,500) in respect of expense reimbursements. (c) Consultant Warrants In March 2024, the Company entered into a consulting agreeme --- nt with a director of the Company for the provision of financial and strategic advisory services, whereby the Company issued warrants (“Consultant Warrants”) as compensation of the services. The vesting of the Consultant Warrants was subject to shareholder approval, which was obtained at the Company’s annual general meeting in September 2024. In the nine months ended December 31, 2025, the exercise price and number of common shares issuable on the exercise of the Consultant Warrants were proportionally adjusted to reflect the Share Consolidation and Rights Offering in accordance with the terms of such securities. For the three and nine months ended December 31, 2025, the Company record stock-based compensation related to these warrants of $nil and $40,594, respectively (2024 - $112,500 and $337,500). (d) Rights Offering In connection with the Rights Offering that closed in February 2025, certain directors, officers and employees of the Company exercised 1,826,819 rights to purchase common shares for a gross purchase price of $3,105,593. (e) Warrant Extension Subsequent to December 31, 2025, the Company announced a proposal to expend the expiry of all classes of warrants, including those held by related parties. Refer to Note 12. (f) Convertible Notes On December 31, 2025, Burcon closed the first tranche of the Convertible Notes, raising gross proceeds of $1.25 million. The holder of the Convertible Notes is an entity controlled by Mr. John Vassallo, a director and shareholder of the Company, and owned by a consortium of investors that include directors of the Company. Refer to Note 9. BURCON NUTRASCIENCE CORPORATION NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three and nine months ended December 31, 2025 and 2024 (Unaudited) (In Canadian dollars) 19 (g) Short-term Loans . On November 7, 2025, Burcon entered into the 2025 Loan with an entity related to a director of Burcon. Refer to Note 10. Subsequent to December 31, 2025, Burcon entered into the 2026 Loan with an entity related to a director of Burcon. Refer to Note 10. 20. Segment information The Company operates in a single reportable operating segment involving the production and development of plant-based proteins. The geographic breakdown of the Company’s revenue and non-current assets are: Three months ended December 31 Nine months ended December 31 2025 2024 2025 2024 Canada 38,700 61,492 98,501 338,567 United States 700,395 - 1,339,981 - Total revenue 739,095 61,492 1,438,482 338,567 As at December 31, 2025 March 31, 2025 Canada 6,701,121 6,958,380 United States 14,572,915 15,899,309 Total non-current assets 21,274,036 22,857,689