Burcon Announces Details on Special Meeting of Shareholders and Amendment to Outstanding Warrants

Warrant Amendment

Burcon announces that the expiry date of certain outstanding warrants of the Company ("Warrants") is being extended to June 30, 2027. Warrants held by non-insiders will be amended effective February 19, 2026, whereas the amendment to Warrants held by insiders of the Company is subject to receipt of disinterested shareholder approval at the Meeting, each as discussed further below.

Burcon believes that cash inflow from the exercise of outstanding Warrants will allow the Company to accelerate its plans for capacity expansion. Given the imminent expiry date of the Warrants and the current share price of Burcon, the Corporation believes that extending the expiry of the Warrants will increase the likelihood of Warrant holders exercising the Warrants, resulting in cash inflow to support the Corporation's continued growth without the costs associated with undertaking additional financings.

The Company has outstanding Warrants to purchase 1,544,249 Common Shares of Burcon as follows:

Note:
(1) The amendment to the expiry date of 267,283 May 2023 Warrants, 212,188 March 2024 Warrants and 297,112 Advisory Warrants held by insiders to June 30, 2027 is subject to Disinterested Shareholder Approval described below.

In accordance with the policies of the Toronto Stock Exchange ("TSX"), the board of directors of Burcon (the "Board") has resolved to amend the expiry date of the 376,760 May 2023 Warrants and the 390,906 March 2024 Warrants held by non-insiders (collectively, the "Non-insider Warrants") to June 30, 2027, with effect as of February 19, 2026, being ten (10) business days following the date of this press release. All other terms of the Non-insider Warrants remain unchanged.

Disinterested Shareholder Approval

Pursuant to Section 608(a) of the TSX Company Manual, the amendment to the 267,283 May 2023 Warrants, 212,188 March 2024 Warrants and 297,112 Advisory Warrants held by insiders is subject to shareholder approval consisting of the approval of a simple majority of the shareholders of the Company, on a disinterested basis, at the Meeting (the "Disinterested Shareholder Approval").

Disinterested Shareholder Approval will be sought separately for each of the May 2023 Warrants, the March 2024 Warrants and the Advisory Warrants to amend (the "Insider Amendments") the expiry date of outstanding warrants held by insiders ("Insider Warrants") to June 30, 2027. The Insider Amendments will be effective upon receipt of Disinterested Shareholder Approval. If Disinterested Shareholder Approval for an Insider Amendment is not received for a particular tranche of Insider Warrants, the expiry date of that tranche of such Insider Warrants will remain unamended. All other terms of the Insider Warrants will remain unchanged.

The particulars of the Disinterested Shareholder Approval being sought at the Meeting can be found in the Company's management proxy circular dated January 12, 2026, a copy of which has been posted on the Company's website at www.burcon.ca and under the Company's profile on the SEDAR+ website at www.sedarplus.ca.

About Burcon NutraScience Corporation

Burcon is a global technology leader in high-performance plant-based proteins for the food and beverage industry. Our commercial ingredients offer superior taste, texture, and functionality—ideal for formulators seeking next-generation protein solutions. Backed by over two decades of innovation, Burcon holds an extensive patent portfolio covering novel proteins derived from pea, canola, soy, hemp, sunflower, and other plant sources. As a key player in the rapidly growing plant-based market, Burcon is committed to sustainability and to creating best-in-class protein solutions that are better for people and the planet. Learn more at www.burcon.ca.

Forward-Looking Information Cautionary Statement
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 including the Company's ability to accelerate its plans for capacity expansion from the exercise of warrants and the Insider Amendments being approved by disinterested shareholders. 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," "aim", "intend," "plan," "goal," "project," "estimate," "expect," "believe," "future," "likely," "may," "should," "could," "will" and similar references to future periods. All statements included in this release, other than statements of historical fact, are forward-looking statements. 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 implementation of our business model and growth strategies; trends and competition in our industry our future business development, financial condition and results of operations and our ability to obtain financing cost-effectively; potential changes of government regulations, 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 for the year ended March 31, 2025 and its other public filings with Canadian securities regulators on SEDAR+ at www.sedarplus.ca. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or information. Any forward-looking statement or information speaks only 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 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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