Burcon Announces Rights Offering
VANCOUVER, British Columbia, Feb. 7, 2014 (GLOBE NEWSWIRE) -- Burcon
NutraScience Corporation (TSX:BU) (Nasdaq:BUR) ("Burcon") is pleased to
announce that it will be offering rights (the "Rights Offering") to holders of
its common shares ("Common Shares") of record at the close of business on
February 19, 2014 (the "Record Date"). Pursuant to the Rights Offering, each
holder of Common Shares will receive one transferable right (a "Right") for
each Common Share held. Every 17 Rights will entitle a holder to purchase one
Common Share at a price of $2.82 (the "Subscription Price"). The Subscription
Price is equal to approximately 81% of the volume weighted average trading
price of the common shares on the Toronto Stock Exchange (the "TSX") for the 5
day period ending on February 5, 2014. A maximum of 1,860,276 Common Shares
will be issued pursuant to the Rights Offering, representing approximately
5.88% of the currently issued and outstanding Common Shares.
A rights offering circular (the "Circular"), together with a rights
certificate, will be mailed to registered holders of Common Shares as of the
Record Date. To subscribe for Common Shares, a completed rights certificate,
together with payment in full of the Subscription Price for each Common Share
subscribed for, must be received by the subscription agent for the Rights
Offering, Computershare Investor Services Inc., prior to the expiry of the
Rights at 5:00 p.m. (Toronto time) on April 2, 2014. The Rights and the Common
Shares issuable upon exercise of the Rights will be listed on the TSX. The
Rights will be listed for trading on the TSX beginning on February 17, 2014
under the symbol "BU.RT". Trading in the Rights on the TSX will cease at 12:00
p.m. (Toronto time) on April 2, 2014. The Common Shares issuable upon the
exercise of the Rights will also be listed on The NASDAQ Global Market
The Rights Offering will include an additional subscription privilege under
which holders of Rights who fully exercise their Rights will be entitled to
subscribe pro rata for additional Common Shares, if available, that were not
otherwise subscribed for in the Rights Offering.
The estimated net proceeds of the Rights Offering, assuming full exercise of
the Rights and after deducting expenses, will be approximately $4,997,978.The
net proceeds to Burcon from the Rights Offering will be used by Burcon for
continued research and development of its pea and soy protein extraction and
purification technologies, commercialization of Burcon's pea protein
extraction and purification technology, filing new patent applications,
maintaining, strengthening and expanding Burcon's intellectual property
portfolio, pursuing product development agreements with major food, beverage
and nutritional product companies, continued research and development of
Burcon's other protein extraction and purification technologies and for
general working capital.
In connection with the Rights Offering, Burcon has entered into a standby
commitment agreement (the "Standby Commitment Agreement") with ITC Corporation
Limited ("ITC"), E-Concept Ltd. ("E-Concept") and I-Global Ltd. ("I-Global").
Pursuant to the Standby Commitment Agreement, ITC, E-Concept and I-Global,
have agreed, subject to certain conditions, to purchase from Burcon such
number of Common Shares that are available to be purchased, but not otherwise
subscribed for under the Rights Offering, that will result in a minimum of
930,138 Common Shares being issued under the Rights Offering (the "Standby
Commitment"). A copy of the Standby Commitment Agreement will be filed today
on SEDAR at www.sedar.com.
As compensation for providing the Standby Commitment, each of ITC, E-Concept
and I-Globalis entitled to receive non-transferrable Common Share purchase
warrants (the "Standby Warrants") entitling ITC to acquire up to 118,918
Common Shares, E-Concept to acquire up to 62,459 Common Shares and I-Global to
acquire up to 51,157 Common Shares. The exercise price under the Standby
Warrants is $2.82 per Common Share. The Standby Warrants will expire two years
after issuance. In accordance with the policies of the TSX, the exercise of
the Standby Warrants by each of ITC, E-Concept and I-Global is subject to
shareholder approval, which will be sought at Burcon's next annual meeting,
which is expected to be held around September 2014.
The Circular in respect of this Rights Offering will be filed in the provinces
of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick
and Nova Scotia. Full details of the Rights Offering, including information
regarding the distributions of the Rights and the procedures to be followed,
are included in the Circular which will be filed today on SEDAR at
www.sedar.com and will be mailed to eligible shareholders following the Record
Date. The Rights Offering will be made in the United States pursuant to a
registration statement on Form F-7 that will be filed today with the United
States Securities and Exchange Commission.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any of the securities described herein. Such securities may
not be offered or sold in the United States absent registration under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act")
and applicable state securities laws, or absent an available exemption from
such registration requirements. Any securities sold pursuant to the Standby
Commitment Agreement have not and will not be registered under the U.S.
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; 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.
ON BEHALF OF THE BOARD OF DIRECTORS
"Johann F. Tergesen"
Johann F. Tergesen
President and Chief Operating Officer
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.
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. All statements other than
statements of historical fact included in this press release are
forward-looking statements, including, without limitation, statements with
respect to Burcon's intention to complete the Rights Offering and the timing
and procedures related thereto, the listing of the Rights on the TSX and the
timing thereof, the mailing of the Circular and the rights certificate and the
timing thereof, the anticipated participation of each of ITC, E-Concept and
I-Global pursuant to the Standby Commitment Agreement, the use of proceeds
from the Rights Offering and the timing of Burcon's next annual meeting. 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 marketing activities, adverse general economic, market or
business conditions, regulatory changes and other risks and factors detailed
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 25, 2013. 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.
Accordingly, undue reliance should not be put on such forward-looking
CLARISOY is a trademark of Archer Daniels Midland Company.
CONTACT: Media & Industry Contact:
Director, Corporate Development
Burcon NutraScience Corporation
Tel (604) 733-0896, Toll-free (888) 408-7960
Investor Relations Contact:
Matt Glover or Michael Koehler
Liolios Group Inc.
Tel (949) 574-3860
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