Burcon Announces Details of $9.43 Million Rights Offering
February 18, 2025 8:00 AM EST | Source: Burcon NutraScience Corporation
Vancouver, British Columbia--(Newsfile Corp. - February 18, 2025) - Burcon NutraScience Corporation (TSX: BU) (OTCQB: BRCNF) ("Burcon" or the "Company"), a global technology leader in the development of plant-based proteins for foods and beverages, is pleased to announce that, further to its press release dated February 13, 2025 with respect to the completion of Burcon's rights offering (the "Rights Offering"), Burcon has issued 110,986,126 Common shares of Burcon ("Common Shares") at a price of $0.085 per share for aggregate gross proceeds to Burcon of $9,433,821 under the Rights Offering.
"With the support of our long-term strategic investors, Mr. Alan Chan and Mr. John Vassallo, along with our other shareholders, Burcon is well-capitalized to seize upcoming opportunities," said Kip Underwood, Burcon's chief executive officer. "We are grateful for the vote of confidence from our shareholders, including our management and board members who participated in our rights offering."
A total of 77,198,140 Common Shares were issued pursuant to the basic subscription privilege of the Rights Offering. Of these, 19,061,806 Common Shares were issued to insiders of Burcon and 58,136,334 Common Shares were issued to all other persons. A total of 33,787,986 Common Shares were issued pursuant to the additional subscription privilege of the Rights Offering. Of these, 17,474,577 Common Shares were issued to insiders of Burcon and 16,313,409 Common Shares were issued to all other persons. Following completion of the Rights Offering, Burcon has 253,761,444 Common Shares issued and outstanding.
To the knowledge of Burcon, after reasonable inquiry, all directors, senior officers and persons controlling over 10% of the Common Shares of the Company (collectively, the "Insider Group"), exercised Rights they were issued in connection with the Rights Offering for 19,061,806 Common Shares, representing approximately 17.17% of the Rights Offering (the "Basic Subscription"). After taking into account additional subscriptions, the Insider Group owns an aggregate of 77,755,801 Common Shares, representing 30.64% of the common shares currently issued and outstanding after completion of the Rights Offering. No persons became an insider of the Company, to the best of Burcon's knowledge, from the distribution of the rights offering.
The net proceeds of the Rights Offering will primarily be used to commercialize and scale production of Burcon's protein products and for ongoing operational costs. As announced on February 3, 2025, Burcon entered into a binding term sheet with RE ProMan, LLC, a company controlled by Mr. John Vassallo, setting out the terms of a contract manufacturing arrangement (the "Manufacturing Agreement") between the two parties. The net proceeds from the Rights Offering will primarily be used to fund Burcon's obligations under the Manufacturing Agreement. For details on the Manufacturing Agreement, please refer to Burcon's February 3, 2025 news release.
Early Warning Notice for Mr. Alan Chan
In connection with the Rights Offering, Mr. Chan Yiu Lun, Alan ("Mr. Chan"), a director of Burcon, through his indirect wholly-owned company, Large Scale Investments Limited ("Large Scale"), a company incorporated in the British Virgin Islands whose registered office is situate at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, acquired 11,700,000 Common Shares (the "Chan Rights Offering Shares") for a total consideration of $994,500 (the "Chan Acquisition").
Before the Chan Acquisition, Mr. Chan, either personally or through Large Scale and another indirect wholly owned company, was deemed to beneficially own 25,643,932 Common Shares representing approximately 17.96% of the outstanding Common Shares before the Chan Acquisition, 2,777,358 warrants to acquire Common Shares (the "Warrants"); and 295,844 options to acquire Common Shares (the "Options"). As a result of the Chan Acquisition, Mr. Chan is now deemed to beneficially own 37,343,932 Common Shares representing approximately 14.72% of the outstanding Common Shares after the Chan Acquisition (a decrease of 3.24%), 2,777,358 Warrants; and 295,844 Options. Prior to the Chan Acquisition, if Mr. Chan had exercised all Warrants and Options controlled by him, Mr. Chan's Common Shares, Warrants and Options would represent approximately 19.69% of Burcon's Common Shares. Following the Chan Acquisition, on a similar partially diluted basis, Mr. Chan's Common Shares, Warrants and Options would represent approximately 15.74% of Burcon's Common Shares.
It is intended that the Chan Rights Offering Shares acquired by Large Scale will be held for investment purposes. For further information, or to obtain a copy of the subject early warning report filed by Mr. Chan in accordance with applicable Canadian securities laws, please contact the director of Large Scale at (852) 2835 9500.
Early Warning Notice for Mr. John Vassallo
In connection with the Rights Offering, Mr. John Vassallo ("Mr. Vassallo"), a director of Burcon, personally, with an address at 730 N. Plankinton Ave., Ste. 1A, Milwaukee, WI, 53203 acquired 22,801,888 Common Shares (the "Vassallo Rights Offering Shares") for a total consideration of $1,938,160 (the "Vassallo Acquisition").
Before the Vassallo Acquisition, Mr. Vassallo, either personally or through his wholly-owned holding company, Nocrub LLC, was deemed to beneficially own 8,921,593 Common Shares representing approximately 6.25% of the outstanding Common Shares before the Vassallo Acquisition, 9,349,246 warrants to acquire Common Shares (the "Warrants"); and 100,000 options to acquire Common Shares (the "Options"). As a result of the Vassallo Acquisition, Mr. Vassallo is now deemed to beneficially own 31,723,481 Common Shares representing approximately 12.50% of the outstanding Common Shares after the Acquisition (an increase of 6.25%), 9,349,246 Warrants; and 100,000 Options. Prior to the Vassallo Acquisition, if Mr. Vasallo had exercised all Warrants and Options controlled by him, Mr. Vassallo's Common Shares, Warrants and Options would represent approximately 12.07% of Burcon's Common Shares. Following the Vassallo Acquisition, on a similar partially diluted basis, Mr. Vassallo's Common Shares, Warrants and Options would represent approximately 15.64% of Burcon's Common Shares.
It is intended that the Vassallo Rights Offering Shares acquired by Mr. Vassallo will be held for investment purposes. For further information, or to obtain a copy of the subject early warning report filed by Mr. Vassallo in accordance with applicable Canadian securities laws, please contact John Vassallo at 414-226-2243.
Virtual Investor Presentation Details
A link to the webcast of the conference call is available on Burcon's website under "Presentations" or directly here. The webcast will also be archived for future playback.
Investors interested in participating in the live call can dial in using the details below:
Date: Tuesday February 18, 2025
Time: 5:00 p.m. Eastern time (2:00 p.m. Pacific time)
Toll-free dial-in (North America): 1-800-717-1738
Dial-in (toll/international): 1-646-307-1865
Conference ID: 37581
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 committed to delivering next-generation, best-in-class protein solutions, positioning itself as a key player in the rapidly expanding plant-based market. Supporting the growing trend towards a plant-based diet, Burcon offers sustainable 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. 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," "aim", "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, 2024 and its other public filings with Canadian securities regulators on SEDAR+ at www.sedarplus.ca. 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.
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