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NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES
BURCON PRICES PROSPECTUS OFFERING
Vancouver, British Columbia, June 10, 2009 — Burcon NutraScience Corporation (TSXV – BU) (“Burcon” or the “Corporation”) is pleased to announce that, further to its press release dated May 28, 2009, it has entered into an agency agreement (the “Agency Agreement”) with a syndicate of agents led by Paradigm Capital Inc. and including BMO Capital Markets and Haywood Securities Inc. (collectively the “Agents”). Under the terms of the Agency Agreement, the Agents will offer (the “Offering”), on a best efforts basis, up to 2,609,000 common shares at a price of $5.75 per common share (the “Issue Price”) for gross proceeds of $15,001,750.
Burcon has also granted the Agents an over-allotment option, exercisable in whole or in part for a period of 30 days following the closing of the Offering, to arrange for the sale of up to an additional 391,350 common shares at the Issue Price for additional gross proceeds of approximately $2,250,000.
The Corporation anticipates filing a final short form prospectus on June 10, 2009 with the securities regulatory authorities in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick and Nova Scotia in connection with the Offering. The Offering is expected to close on or about June 18, 2009.
On June 1, 2009 the Toronto Stock Exchange (the "TSX") conditionally approved the Corporation’s application for listing its common shares. Listing of the common shares will be subject to fulfilling all of the requirements of the TSX by August 28, 2009, including raising gross proceeds of $10 million from the Offering. It is the Corporation’s intention to satisfy the listing requirements and list the common shares of the Corporation, as well as the Shares sold pursuant to the Offering on, the TSX. Subject to the foregoing, the Corporation anticipates that the Common Shares of the Corporation will be listed and posted for trading on the TSX under the same symbol "BU" on the closing date.
Closing is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the applicable securities regulatory authorities and the TSX Venture Exchange and the TSX.
The net proceeds of the Offering shall be used for continued research and development of the soy protein isolate extraction and purification technology (CLARISOY™), further refining of the canola protein isolate extraction and purification technology (Puratein® and Supertein™), filing new patent applications and expanding the Corporation’s intellectual property portfolio, and for general working capital purposes, all as more particularly set out in the final prospectus.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements.
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ON BEHALF OF THE BOARD OF DIRECTORS
“Johann F. Tergesen”
Johann F. Tergesen
President and Chief Operating Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements relate to, among other things, the Corporation’s proposed offering and use of proceeds, the proposed listing of the Corporation’s common shares on the TSX, plans and timing for the introduction or enhancement of our products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact. Our expectations regarding the prospect for future success depend upon our ability to develop and sell products, which we do not produce today and cannot be sold without further research and development. When used in this press release, the words “goal”, “intend”, “believes”, “potential”, “expected”, “anticipates”, “will be”, “TSX listing” and “completion of the offering” and similar expressions, generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties. In light of the many risks and uncertainties surrounding the development of a source of protein from canola meal, you should understand that we cannot assure you that the forward looking statements contained in this press release will be realized.
For more information, please contact:
Jade Cheng, Chief Financial Officer
Burcon NutraScience Corporation
(604) 733-0896 / (888) 408-7960 toll-free
jcheng@burcon.ca www.burcon.ca
AXINO AG
Wolfgang Seybold, Investor Relations Europe
AXINO AG, Königstraße 26, 70173 Stuttgart, Germany
Tel. +49-711-25 35 92-30 / Fax +49-711-25 35 92-33
seybold@axino.de www.burcon.net
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