Vancouver, British Columbia, May 8, 2023 — Burcon NutraScience Corporation (“Burcon” or the “Company”) (TSX: BU), a global technology leader in the development of plant-based proteins for foods and beverages, is pleased to announce a fully subscribed non-brokered private placement of units of the Company (the “Units”) at an issue price of $0.265 per Unit for gross proceeds of approximately $3.3 million (the “Offering”). Long-term shareholders, including an insider, and a new investor have fully subscribed to the Offering and the Company expects to close the Offering in two tranches, the first on May 8, 2023 and the second tranche on or before May 11, 2023.
“We are pleased to announce a fully subscribed funding round in a challenging market. Due to strong support from our long-term shareholders, we were able to raise well above our initial target,” said Kip Underwood, Burcon’s chief executive officer, adding, “Our shareholders believe in Burcon’s long-term strategies to identify new revenue streams, get closer to customers and to have more influence over manufacture of our technology. The funding is expected to provide sufficient runway to execute our Burcon 2.0 strategies. In addition to the Merit opportunity, we firmly believe there are multiple paths to market, some of which we are already exploring. The Board and I are appreciative of the continued support of the Company, our strategy and our focus on creating shareholder value.”
The Offering is for the proposed issuance of 12,741,321 Units. Each Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant of the Company (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share (each a “Warrant Share”) at a price of $0.35 per Warrant Share for a period of 36 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 may pay certain arm’s length parties a cash finder’s fee not to exceed 4% of the gross proceeds received by the Company.
The Company intends to use the proceeds from the Offering to continue its research and development program, advance its ongoing commercialization efforts, 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 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.
On April 24, 2023, Burcon announced that, in association with Burcon, an industry participant submitted a bid to acquire Merit’s assets. The receiver has notified the industry participant and Burcon that the bid has not been accepted. Burcon continues to work with additional industry participants, who have expressed an interest in jointly acquiring Merit’s assets. These participants required additional time beyond the Receivers bid submission deadline to complete their due diligence. Although there is no assurance that Burcon will be successful, Burcon believes that alternative competitive bids may still be accepted by the Receiver under the sales process.
“We are excited to bring our revised, Burcon 2.0 strategy to the market. We must get closer to customers and ensure the production of our technology meets their needs,” said Mr. Underwood. “Merit’s facility was custom-built to produce products from Burcon’s technologies, and we firmly believe Burcon has an important role in the future success of the facility. Our private placement financing also provides us the capital to pursue other promising opportunities to engage the market, which we are really excited about.”
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 striving to become a vertically integrated provider of specialty plant-based protein solutions that deliver on health, nutrition and sustainability. Supporting the growing trend towards a plant-based diet, Burcon is developing premium 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 including Burcon’s involvement in the bidding process and whether it will be able to achieve its new strategic initiatives. 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,” “intend,” “plan,” “goal,” “project,” “estimate,” “expect,” “believe,” “future,” “likely,” “may,” “should,” “could,” “will” and similar references to future periods. 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, 2022 and its other public filings with Canadian securities regulators on SEDAR at www.sedar.com. 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
Director, Investor Relations
Burcon NutraScience Corporation
Tel (604) 733-0896, Toll-free (888) 408-7960
Steve Campbell, APR
Campbell & Company Public Relations
Tel (604) 888-5267