Burcon NutraScience Corporation (TSX:BU)
(NASDAQ:BUR) ("
Burcon") is pleased to announce
that, further to its press release dated December 1, 2016 with
respect to the completion of Burcon's rights offering (the
"
Rights Offering"), the Rights Offering was
over-subscribed and, as such, Burcon has issued 1,990,708 Common
shares of Burcon ("
Common Shares") at a price of
$2.58 per share for aggregate gross proceeds to Burcon of
$5,136,026.
The Rights Offering was over-subscribed by
$1,738,572 or 673,865 Common Shares due to the demand for the
Common Shares. Total subscriptions, including those exercised
pursuant to the additional subscription privilege, represented
$6,874,598, or more than 133.8% of the Common Shares available
under the Rights Offering.
A total of 1,518,032 Common Shares were issued
pursuant to the basic subscription privilege of the Rights
Offering. Of these, 549,558 Common Shares were issued to insiders
of Burcon and 968,474 Common Shares were issued to all other
persons. A total of 472,676 Common Shares were issued pursuant to
the additional subscription privilege of the Rights Offering. Of
these, 10,000 Common Shares were issued to insiders of Burcon and
462,676 Common Shares were issued to all other persons. Following
completion of the Rights Offering, Burcon has 37,823,458 Common
Shares issued and outstanding.
To the knowledge of Burcon, after reasonably
inquiry, no persons became an insider of Burcon from the
distribution under the Rights Offering.
ITC Corporation Limited ("ITC")
and Allan Yap, Burcon's Chairman of the Board and Chief Executive
Officer, acted as guarantors of the Rights Offering, having agreed
to purchase from Burcon such number of Common Shares available to
be purchased, but not otherwise subscribed for, that would result
in 1,990,708 Common Shares being issued under the Rights Offering
(the "Standby Commitment"). As the
Rights Offering was over-subscribed, ITC and Allan Yap were not
required to fulfill their respective obligations under the Standby
Commitment. However, to Burcon's knowledge, each of ITC and Allan
Yap did exercise their basic subscription privilege under the
Rights Offering in order to maintain their respective proportionate
ownership interest in Burcon.
As compensation for providing the Standby
Commitment, each of ITC and Allan Yap received non-transferrable
Common Share purchase warrants (the "Standby
Warrants") entitling ITC to acquire up to 253,815 Common
Shares and Allan Yap to acquire up to 243,862 Common Shares. The
exercise price under the Standby Warrants is $2.58 per Common
Share, and the Standby Warrants will expire two years after
issuance. In accordance with the policies of the Toronto
Stock Exchange, the issuance of the Standby Warrants to each of ITC
and Allan Yap is subject to shareholder approval, which will be
sought at Burcon's next annual meeting, which is expected to be
held in September 2017.
The net proceeds of the Rights Offering will be
used to fund Burcon's ongoing and expanded research and development
program, further strengthen and expand its intellectual property
portfolio and for general working capital. Burcon's research and
development will be focused on its Peazazz® pea protein extraction
and purification technology. Burcon will continue its discussions
with a select group of potential strategic partners to
commercialize Peazazz®. Research and development work,
ranging from applications work to shelf-life testing, is and will
continue to be undertaken to provide samples to these parties for
potential market applications for Peazazz®.
About Burcon NutraScience
Corporation
Burcon is a leader developing functionally
superior plant-based proteins. Burcon has developed a portfolio of
composition, application, and process patents originating from a
core protein extraction and purification technology. Burcon's
CLARISOY™ soy protein 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 Burcon,
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, 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 27, 2016
filed with the Canadian securities administrators on
www.sedar.com and contained in Burcon's 20-F filed with the
U.S. Securities and Exchange Commission on www.sec.gov. 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:
Michael Kirwan
Director, Corporate Development
Burcon NutraScience Corporation
Tel (604) 733-0896, Toll-free (888) 408-7960
mkirwan@burcon.ca
www.burcon.ca
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