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January 2019
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Acquisition of Shares by Substantial Shareholder of Burcon NutraScience Corporation


Hong Kong, Hong Kong–(Newsfile Corp. – January 14, 2019) – Mr. Chan Yiu Lun, Alan (“Mr. Chan“), a director of Burcon NutraScience Corporation (“Burcon“), announces that on January 14, 2019, Mr. Chan, 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, entered into a private agreement for sale and purchase with Dr. Allan Yap (“Dr. Yap“) to acquire from Dr. Yap 1,566,719 common shares (the “Sale Shares“) in the capital of Burcon at a total consideration of HK$1,843,000 (approximately C$311,792 based on the exchange rate of C$1 = HK$5.911) (the “Acquisition“). Transfer of the Sale Shares to Large Scale was to take place on January 14, 2019 after signing of the agreement.

Before the Acquisition,

(a) Mr. Chan, through his indirect wholly-owned companies, Large Scale and Great Intelligence Limited (“Great Intelligence”), was deemed to beneficially own (i) 9,866,568 common shares (the “Pre-Acquisition Shares“) in the capital of Burcon, amongst which 7,225,510 common shares are held by Large Scale and 2,641,058 common shares are held by Great Intelligence; and (ii) the convertible unsecured 8% promissory note in the principal amount of C$2,000,000 (the “Note”) held by Large Scale, which is convertible into 507,614 Burcon common shares at a price of C$3.94 per share (subject to adjustments) during the period commencing on or after July 1, 2016 and up to and including the maturity date, which is the earlier of (a) three years from the issue of the Note; and (b) the occurrence of an event of default; and
(b) Mr. Chan does not hold any Burcon common shares but holds 210,844 options (the “Chan Options”) issued by Burcon, which are exercisable by Mr. Chan to purchase Burcon common shares at various exercise prices ranging from C$0.69 to C$8.65 per share.

As a result of the Acquisition, the number of Burcon shares held by Large Scale increased from 7,225,510 to 8,792,229. Since Mr. Chan was deemed to control Large Scale and Great Intelligence, he was also deemed to beneficially own the Sale Shares, the Pre-Acquisition Shares and the Note. The total number of Burcon shares held by Large Scale and Great Intelligence, which Mr. Chan was deemed to beneficially own, increased from 9,866,568 (22.45%) to 11,433,287 (26.02%) (the “Post-Acquisition Shares“). The afore-mentioned percentage is calculated based on 43,941,536 issued and outstanding common shares of Burcon as of January 14, 2019.

If Mr. Chan and Large Scale were to exercise all of the Chan Options and the Note, Mr. Chan may then be deemed to beneficially own 12,151,745 Burcon common shares (including the 11,433,287 Post-Acquisition Shares), representing approximately 27.21% of the issued and outstanding Burcon Shares as at January 14, 2019, assuming all the Chan Options and the Note are exercised/converted but that no other convertible securities of Burcon are exercised.

It is intended that the Sale Shares acquired by Large Scale will be held for investment purposes. Mr. Chan may, depending on market and other conditions, increase or decrease his beneficial ownership of Burcon’s securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

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) 2831 8118.

“Chan Yiu Lun, Alan”
Chan Yiu Lun, Alan

Date : January 14, 2019

“Rosanna Chau”
Rosanna Chau for and on behalf of
Large Scale Investments Limited

Date : January 14, 2019