Burcon NutraScience Corporation (BU) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of Burcon NutraScience Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtain all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a Q&A session. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Peter Kappel, Chairman of the Board of Directors of the corporation. The floor is yours.

Thank you, operator. Good morning, and welcome to the Special Meeting of the Shareholders of Burcon NutraScience Corporation. My name is Peter Kappel, and I am the Chairman of the Board of Directors of the corporation. The Board has authorized me to lead the meeting of shareholders today. As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. Firstly, questions in respect of a motion can be submitted by any registered shareholder, duly appointed proxy holder or guests using the Q&A icon on the virtual interface. Secondly, questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Thirdly, for the purposes of meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. And lastly, when you are asked to vote, the polls will be open for you to register your votes. You will only have a certain amount of time to do so when the polls are open. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and second all motions. I now ask that the Special Meeting of Shareholders of the corporation come to order. Dorothy Law, Senior VP, Legal and Corporate Secretary of the Corporation, will act as Secretary of the meeting. With your approval, I appoint Bernadette Villarica of Computershare Investor Services to act as scrutineer for this meeting to compute the votes of any polls taken at this meeting and to report thereon to me. The purpose of today's meeting are set out in the management proxy circular of the corporation dated January 12, 2026. The notice calling this meeting, the management proxy circular and the form of proxy were mailed to shareholders on or around January 15, 2026. Unless there is any objection, I will dispense with the reading of the notice of meeting. Copies of the management proxy circular or other meeting materials are available under the corporation's profile on SEDAR+ website and on the corporation's website at www.burcon.ca. Our transfer agent, Computershare Investor Services, Inc., has attested to the proper mailing of the notice calling this meeting. There has been filed with me proof of service of such mailing provided by the corporation's transfer agent. I direct that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. I've been advised that there are voting shares representing more than 5% of all outstanding voting shares of the corporation present, and therefore, a quorum of shareholders of the corporation is present, and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineer's report, and I direct that their formal report be annexed to the minutes of this meeting as a schedule. Now we come to the minutes. The first item of business is the approval of certain matters related to the private placement of convertible debentures. As announced on January 2 and January 9, 2026, the corporation is conducting a convertible debenture financing of up to CAD 6.9 million. Pursuant to the rules of the Toronto Stock Exchange, certain aspects of the financing are subject to shareholder approval, including disinterested shareholder approval. The background to the convertible debenture financing and shareholder approvals required are described in the management proxy circular. There are 3 resolutions to be put forward to shareholders for approval. As described in the management proxy circular, the dilution shareholder approval requirement defined in Resolution 1 is subject to shareholder approval by ordinary resolution. The insider consideration shareholder approval requirement defined as resolution 2 is subject to the approval of a simple majority of the shareholders of the company on a disinterest basis -- the disinterested shareholder approval. Disinterested shareholder approval will require the positive approval of a simple majority greater than 50% of the vote cast with the votes attached to common shares held by excluded insiders as defined by management proxy circular and their respective affiliates and associates in respect of the applicable resolution being excluded from the applicable vote. The material effect on control shareholder approval requirement is defined in Resolution 3. It is also subject to disinterested shareholder approval. Disinterested shareholder approval will require the positive approval of a simple majority of the votes cast with the votes attached to common shares held by excluded control persons as defined in the management proxy circular and their respective affiliates and associates in respect of the applicable resolution being excluded from the applicable vote. I now move and second as an ordinary resolution of shareholders of Burcon NutraScience Corporation that Resolution #1, be it resolved as an ordinary resolution that the issuance of up to 4,312,500 common shares upon conversion of the convertible debentures issued under the private placement, including common shares issued upon exercise of the preferred warrants as more particularly set out in the management proxy circular be and is hereby authorized and approved. Two, any one director or officer is authorized and directed on behalf of the corporation to perform all such acts, deeds and things and execute under the seal of the corporation, if applicable, all such documents, instruments, certificates and other writings as may be necessary or desirable to give effect to this resolution. Resolution 2, be it resolved as an ordinary resolution of the disinterested shareholders that: one, the issuance of up to 3,500,000 common shares to insiders upon conversion of the convertible debentures issued under the private placement as more particularly set out in the management proxy circular be and is hereby authorized and approved; two, the payment of up to $3,360,000 to insiders as interest payable on the convertible debentures issued under the private placement be and is hereby authorized and approved; and three, any one director officer is authorized and directed on behalf of the corporation to perform such acts, deeds and things and execute under the seal of the corporation, if applicable, all such documents, instruments, certificates and other writings as may be necessary or desirable to give effect to this resolution. Resolution 3, be it resolved as an ordinary resolution of disinterested shareholders that the issuance of Vassallo shares to Mr. Vassallo or any entity controlled by him, which will materially affect control of the corporation as more particularly set out in the management proxy circular is hereby authorized and approved. Two, any director or officer is authorized and directed on behalf of the corporation to perform all such acts, deeds and things and execute under the seal of the corporation, if applicable, all such documents, instruments, certificates and other writings as may be necessary or desirable to give effect this resolution. Next section is the approval of amendments to outstanding warrants -- the next item of business is the approval of amendments to outstanding warrants held by insiders. The background to the issuance of the warrants and their terms are included in the management proxy circular. The corporation is seeking to amend the expiry date of the warrants to June 30, 2027. Pursuant to the rules of the Toronto Stock Exchange, the amendment is subject to the approval of a simple majority of the shareholders of the company on a disinterested basis -- the disinterested shareholder approval. Disinterested shareholder approval is being sought separately for each of the May 2023 warrants, the March 2024 warrants and the advisory warrants in 3 separate ordinary resolutions, collectively the warrant amendment resolutions. Each warrant amendment resolution will require the positive approval of a simple majority of the votes cast with the votes attached to common shares held by insiders of the May 2023 warrants, the March 2024 warrants and the advisory warrants and their respective affiliates and associates in respect of the applicable resolution being excluded from the applicable vote. If disinterested shareholder approval for the amendment is not received for a particular tranche of the warrants, the terms of that tranche of warrants will remain unamended and outstanding and exercisable until their current expiry date. I now move and second as an ordinary resolution of the shareholders of Burcon Corporation that one, be it resolved as an ordinary resolution of the disinterested shareholders that, one, the expiry date of the May 2023 warrants held by insiders be amended to June 27, 2027. Resolution #2, be it resolved as an ordinary resolution of the disinterested shareholders that the issuance of up to 3,500,000 -- sorry, I've made a mistake, take that back, sorry. I will reread resolution -- warrant resolution #1 because I started reading something that I already read. Be it resolved that as an ordinary resolution of the disinterested shareholders that the expiry date of the May 2023 warrants held by insiders be amended to June 30, 2027. Two, that any director or officer is authorized and directed on behalf of the corporation to perform all such acts, deeds and things and execute under seal of the corporation, if applicable, all such documents, instruments certificates and other writings as may be necessary or desirable to give effect to this resolution. Three, notwithstanding that this ordinary resolution has been duly passed by the holders of the common shares, the directors of the corporation may, in their sole discretion, revoke this ordinary resolution in whole or in part at any time prior to its being given effect without further notice to or approval to holders of the common shares. Warrant amendment resolution #2, be it resolved as an ordinary resolution of the disinterested shareholders that: one, the expiry date of the March 2024 warrants held by insiders be amended to June 30, 2027; two, any director or officer is authorized and directed on behalf of the corporation to perform all such acts, deeds and things and execute under seal of the corporation, if applicable, all such documents, instruments, certificates and other writings as may be necessary or desirable to give effect to this resolution; and three, notwithstanding that this ordinary resolution has been duly passed by holders of the common shares. The directors of the corporation may in their sole discretion revoke this ordinary resolution in whole or in part at any time prior to its being given effect without further notice to or approval of the holders of the corporation common shares. Warrant amendment #3, be it resolved as an ordinary resolution in the disinterested shareholders that; one, the expiry date of the advisory warrants held by an insider be amended to June 30, 2027; two, that any director or officer is authorized and directed on behalf of the corporation to perform all such acts, deeds and things and execute under seal of the corporation, if applicable, all such documents, instruments, certificates and other writings as may be necessary or desirable to give effect to this resolution; and three, notwithstanding that this ordinary resolution has been duly passed by the holders of the common shares, the directors of the corporation may, in their sole discretion, revoke this ordinary resolution in whole or in part at any time prior to its being given effect without further notice to or approval of the holders of the common shares. That's it. As we mentioned, voting today will be conducted by electronic ballot. Before I open the polls, I would like to address certain questions received, if any, with regard to the resolutions. Paul, have any been received? Not seeing any, we will now move on. I will now take a moment to ask that the balloting be opened to registered shareholders and appointed proxy holders. If you have already voted by proxy prior to the meeting, you do not need to vote again unless you wish to change your vote. The polls are now open. And at this point, all registered shareholders and proxy holders who have properly logged in with their control numbers or invite code and wish to vote will be able to see on screen all motions being brought forth at the meeting. [Voting]

Please register your votes by accessing the voting page and selecting the for or against buttons next to each of the 3 resolutions in connection with the approval of certain matters related to a private placement of convertible debentures and with respect to each of the 3 resolutions for the approval of amendments to outstanding warrants. We will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete electronic ballots. [Voting]

Okay. Thank you very much. We will now close the polls. The polls are now closed. I would ask that the scrutineer compile the report regarding the results of the voting on all business matters, and the results will be published on SEDAR and by press release. I have been advised by the scrutineers that the ballots of proxies deposited for the meeting have been voted in favor of the resolutions, which I will repeat now. One, private placement of convertible debentures Resolution 1 was approved by a majority of the votes cast for the meeting. Two, the private placement of convertible debentures Resolution 2 was approved by a majority of the votes cast for the meeting. The votes attached to common shares held by insiders participating in the financing and their affiliates and associates were excluded from the vote. Three, private placement of convertible debentures Resolution 3 was approved by a majority of the votes cast for the meeting. The votes attached to the common shares held by Mr. John Vassallo, Mr. James Pekar and Mr. Richard Mazur, Jr. and their respective affiliates and associates were excluded from the vote. Number four, warrant amendment Resolution 1 was approved by a majority of the votes cast for the meeting. The votes attached to the common shares held by insiders who hold May 2023 warrants and their affiliates and associates were excluded from the vote. Five, warrant amendment Resolution #2 was approved by a majority of the votes cast for the meeting. The votes attached to common shares held by insiders who hold March 2024 warrants and their affiliates and associates were excluded from the vote. Six, warrant amendment 3 was approved by a majority of the votes cast for the meeting. The votes attached to common shares held by Mr. John Vassallo, the holder of the advisory warrants and his affiliates and associates were excluded from the vote. I direct that the results of the poll be included with the minutes of this meeting and the results of the voting will be announced in a press release in accordance with the policies of the TSX and filed on SEDAR. The formal items of business as set out in the notice of the meeting have been now dealt with. Do we have any questions? Okay. Not seeing any questions. Thank you very much. I now move and second that this meeting now terminate. Ladies and gentlemen, time has come to close this meeting. Thank you again for joining us today.

This concludes the meeting. You may now disconnect.