DGAP-News: Burcon NutraScience Corp. / Key word(s): Corporate Action
BURCON ANNOUNCES DETAILS OF OVER-SUBSCRIBED RIGHTS OFFERING
Vancouver, British Columbia, July 4, 2019 - Burcon NutraScience Corporation (TSX:BU) ("Burcon"), a leader in developing functionally and nutritionally valuable plant proteins, is pleased to announce that, further to its press release dated June 26, 2019 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 44,083,203 Common shares of Burcon ("Common Shares") at a price of $0.35 per share for aggregate gross proceeds to Burcon of $15,429,121 under the Rights Offering.
"I am pleased to confirm the successful closing of Burcon's rights offering, and thrilled to note that the offering was strongly over-subscribed, indicating a true vote of confidence from our shareholders," said Johann F. Tergesen, Burcon's president and chief executive officer, adding, "Burcon now has the funds it needs to complete its investment in the Merit Functional Foods joint venture, repay its outstanding indebtedness and fund its ongoing research and development."
The Rights Offering was over-subscribed by $5,771,284 or 16,489,382 Common Shares due to the demand for the Common Shares. Total subscriptions, including those exercised pursuant to the additional subscription privilege, represented $21,200,405, or more than 37% of the Common Shares available under the Rights Offering.
A total of 40,929,534 Common Shares were issued pursuant to the basic subscription privilege of the Rights Offering. Of these, 14,526,735 Common Shares were issued to insiders of Burcon and 26,402,799 Common Shares were issued to all other persons. A total of 3,153,669 Common Shares were issued pursuant to the additional subscription privilege of the Rights Offering. Of these, 321,579 Common Shares were issued to insiders of Burcon and 2,832,090 Common Shares were issued to all other persons. Following completion of the Rights Offering, Burcon had 88,166,406 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.
To the knowledge of Burcon, after reasonable inquiry, all directors, senior officers and persons controlling over 10% of the Common Shares of the Company (collectively, the "Insider Group"), exercised substantially all of the Rights they were issued in connection with the Rights Offering for 14,341,735 Common Shares, representing approximately 32.53% of the Rights Offering. After taking into account additional subscriptions, the Insider Group owns an aggregate of 29,266,091 Common Shares, representing 33.19% of the common shares issued and outstanding after completion of the Rights Offering.
The estimated net proceeds of the Rights Offering will be used in part to satisfy Burcon's investment obligations in Merit Functional Foods Corporation ("Merit Foods") (see Burcon's press release dated May 23, 2019 for further information), as well as to repay Burcon's outstanding $1,500,000 loan (the "Loan") and a convertible note in the principal amount of $2,000,000 (the "Note") from Large Scale Investments Limited (the "Lender"), a wholly-owned subsidiary of Firewood Elite Limited ("Firewood") and the accrued interest on both the Loan and the Note.
Firewood is wholly-owned by Mr. Alan Chan, a director of Burcon. Firewood is an insider of Burcon as it currently holds 22,866,574 Common Shares, representing approximately 26% of the outstanding Common Shares. In addition, Mr. Alan Chan and Ms. Rosanna Chau, directors of Burcon, are also directors of the Lender. The Subscription Price of the Common Shares acquired by the Lender and its affiliates pursuant to the exercise of Rights as holders of Rights was satisfied in part by the offset of the amounts payable to the Lender under the Loan Agreement and the Note.
After the investment in Merit Foods and repayment of the Loan and Note as described above, the remaining estimated net proceeds of the Rights Offering will be used to fund the Company's ongoing research and development program, further strengthen and expand its intellectual property portfolio and for general working capital. The Company's research and development will be focused on further optimizing its Peazazz(R) and Peazac(R) pea proteins as well as its Supertein(R), Puratein(R) and Nutratein(R) canola proteins to support Burcon's investment in Merit Foods and the License Agreement. Research and development work, ranging from functional applications work to shelf-life testing, is and will continue to be undertaken. Burcon owns and operates a pilot-scale production facility at its technical center in Winnipeg Manitoba, complete with an analytical laboratory, for the development and small-scale production of proteins from various plant sources (the "WTC"). Burcon will continue to operate the WTC to produce protein samples for market development of its Peazazz(R) and Peazac(R) pea proteins as well as its Supertein(R), Puratein(R) and Nutratein(R) canola proteins for customers of Merit Foods.
About Burcon NutraScience Corporation
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 the future issuance of Common Shares and other 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 28, 2019 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.
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