Burcon closes first tranche of convertible debenture offering

Burcon NutraScience Corporation (TSX: BU) (OTCQB: BRCNF) announced the completion of the first tranche of a non-brokered private placement of convertible debentures totaling up to $6.3 million. The company closed the initial portion for $1.25 million through direct investment from manufacturing partner owners.

The convertible debentures carry a 15% annual interest rate and mature 48 months from issuance. Holders may convert the securities into common shares at $1.60 per share or into pre-funded warrants exercisable at $0.00001 per share.

Company insiders and manufacturing partner owners committed to participate for at least $5.0 million in principal amount. The Toronto Stock Exchange has conditionally approved the placement, subject to disinterested shareholder approval.

"The strong support for this financing, particularly from our insiders and manufacturing partner owners, reflects confidence in Burcon's strategy and progress," said Chief Executive Officer Kip Underwood.

A special shareholder meeting is scheduled for February 20, 2026, to approve the final tranche. The company expects to complete the offering by February 24, 2026.

Burcon plans to use proceeds to accelerate growth through inventory and production investments, plan infrastructure improvements, support general corporate purposes, and repay a short-term loan announced in November 2025.

The company may implement accelerated prepayment if shares trade above $3.20 for 14 consecutive trading days after the first anniversary of issuance. Securities will be subject to a four-month resale restriction under Canadian securities laws.

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