Vancouver, British Columbia, May 21, 2019 — Burcon NutraScience Corporation (TSX: BU) (“Burcon“) announced today that it has amended (the “Amendment“) the convertible note (the “Note“) dated May 12, 2016 issued to Large Scale Investments Limited (the “Lender“), a wholly-owned subsidiary of Firewood Elite Limited (“Firewood“), in the principal amount of $2,000,000 (the “Principal Amount”) to extend the maturity date of the Note from May 11, 2019 to June 21, 2019. For additional details on the Note see Burcon’s material change report dated April 8, 2019 and press release dated May 12, 2016, both of which are available on SEDAR at www.sedar.com.
The Amendment also provides the Lender with a right to offset any amounts due to it under the Note against any obligations of the Lender to pay for subscription proceeds of any rights offering that Burcon may conduct. As a result of the Amendment, an additional $22,306.69 in interest will be payable to Large Scale under the Note up to the new maturity date, representing less than 0.08% of the market capitalization of Burcon as of May 17, 2019. The Amendment was conditionally approved by the TSX on May 17, 2019.
Firewood is wholly-owned by Mr. Alan Chan, a director of Burcon, and is an insider and related party of Burcon as it currently holds, through its wholly-owned subsidiaries, 11,433,287 common shares of Burcon (“Common Shares“), representing approximately 26.02% of the outstanding Common Shares. In addition, Mr. Alan Chan and Ms. Rosanna Chau, directors of Burcon, are also directors of the Lender. The Amendment is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Burcon is relying on the exemption available under Section 5.7(a) of MI 61-101 from the minority shareholder approval requirement with respect to the Amendment. Additionally, the Amendment is exempt from the formal valuation requirement of MI 61-101 since it is a related party transaction under section (h) of the “related party transaction” definition of MI 61-101. The Amendment was approved by the independent members of the board of directors of Burcon, with Mr. Alan Chan and Ms. Rosanna Chau abstaining from the vote. Burcon will file a material change report containing the prescribed disclosure under MI 61-101 on or before May 31, 2019.
“Since its founding, Burcon has greatly benefited from the long-term vision and support of its largest shareholder,” said Johann F. Tergesen, Burcon’s president and chief executive officer, adding, “The amendment to the convertible note as announced today further demonstrates that vision and commitment.”
About Burcon NutraScience Corporation
Burcon is a leader in developing functionally and nutritionally valuable plant-based proteins. The company has developed a portfolio of composition, application, and process patents originating from a core protein extraction and purification technology. Burcon’s CLARISOY® soy protein – under license to the Archer Daniels Midland Company – offers clarity and high-quality protein nutrition for low pH beverage systems and excellent solubility and exceptionally clean flavor at any pH; Peazazz® is a uniquely soluble and clean-tasting pea protein; and Puratein®, Supertein® and Nutratein® are canola protein isolates with unique functional and nutritional attributes. For more information about the company, visit www.burcon.ca.
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”, “intend”, “plan”, “goal”, “project”, “estimate”, “expect”, “believe”, “future”, “likely”, “may”, “should”, “could”, “will” and similar references to future periods. All statements other than statements of historical fact included in this release are forward-looking statements, including, without limitation, statements regarding expectations, intentions and plans contained in this press release. 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 actual results of business negotiations, marketing activities, adverse general economic, market or business conditions, regulatory changes 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 dated June 18, 2018 filed with the Canadian securities administrators on www.sedar.com. Any forward-looking statement or information only speaks 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 that 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.
CLARISOY is a trademark of Archer Daniels Midland Company.
Media & Industry Contact:
Manager, Business Development
Burcon NutraScience Corporation
Tel (604) 733-0896, Toll-free (888) 408-7960