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EXHIBIT 99.2



Burcon NutraScienceCorporation

Consolidated Financial
StatementsMarch 31, 2015 and 2014(Prepared in Canadian dollars)







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June 22, 2015



Independent Auditors Report

To the Shareholders ofBurcon NutraScience
Corporation



We have audited the accompanying consolidated financial
statements of Burcon NutraScience Corporation and its subsidiary, which comprise
the consolidated balance sheets as of March 31, 2015 and March 31, 2014 and the
consolidated statements of operations and comprehensive loss, changes in equity
and cash flows for the years then ended, and the related notes, which comprise a
summary of significant accounting policies and other explanatory information.

Managements responsibility for the consolidated financial
statementsManagement is responsible for the preparation and fair
presentation of these consolidated financial statements in accordance with
International Financial Reporting Standards as issued by the International
Accounting Standards Board, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or
error.

Auditors responsibilityOur responsibility is to
express an opinion on these consolidated financial statements based on our
audits. We conducted our audits in accordance with Canadian generally accepted
auditing standards. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditors judgment, including
the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in
order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
entitys internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the
consolidated financial statements.



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We believe that the audit evidence we have obtained in our
audits is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the consolidated financial
  statements present fairly, in all material respects, the financial position of
  Burcon NutraScience Corporation and its subsidiary as at March 31, 2015 and
  March 31, 2014 and their financial performance and their cash flows for the
  years then ended in accordance with International Financial Reporting Standards
  as issued by the International Accounting Standards Board.

Emphasis of matterWithout qualifying our opinion,
we draw attention to note 1 in the consolidated financial statements which
discloses matters and conditions that indicate the existence of a material
uncertainty that casts substantial doubt about Burcon NutraScience Corporations
ability to continue as a going concern.



(signed) "PricewaterhouseCoopers LLP"

Chartered Accountants

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Burcon NutraScience CorporationConsolidated Balance SheetsAs at March 31,
      2015 and 2014(Prepared in Canadian dollars)


|                                                         |  | 2015        |   |  | 2014        |  
|-------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                         |  | $           |   |  | $           |  
|Assets                                                   |  |             |   |  |             |  
|Current assets                                           |  |             |   |  |             |  
|Cash and cash equivalents                                |  | 2,400,965   |   |  | 1,392,467   |  
|Short-term investments                                   |  | 1,266,600   |   |  | -           |  
|Amounts receivable (notes 10 and 12)                     |  | 145,524     |   |  | 140,941     |  
|Prepaid expenses                                         |  | 148,429     |   |  | 165,390     |  
|Derivative asset (note 16)                               |  | 70,152      |   |  | -           |  
|                                                         |  |             |   |  |             |  
|                                                         |  | 4,031,670   |   |  | 1,698,798   |  
|                                                         |  |             |   |  |             |  
|Property and equipment(note 4)                           |  | 564,185     |   |  | 664,115     |  
|                                                         |  |             |   |  |             |  
|Deferred financing costs(note 16)                        |  | 93,518      |   |  | 215,251     |  
|                                                         |  |             |   |  |             |  
|Deferred development costs(note 5)                       |  | 755,967     |   |  | 1,289,592   |  
|                                                         |  |             |   |  |             |  
|Goodwill                                                 |  | 1,254,930   |   |  | 1,254,930   |  
|                                                         |  |             |   |  |             |  
|                                                         |  | 6,700,270   |   |  | 5,122,686   |  
|Liabilities                                              |  |             |   |  |             |  
|                                                         |  |             |   |  |             |  
|Current liabilities                                      |  |             |   |  |             |  
|Accounts payable and accrued liabilities
      (note 10) |  | 705,302     |   |  | 572,908     |  
|Derivative liability (note 16)                           |  | 70,152      |   |  | -           |  
|                                                         |  |             |   |  |             |  
|                                                         |  | 775,454     |   |  | 572,908     |  
|                                                         |  |             |   |  |             |  
|Deferred revenue                                         |  | 132,930     |   |  | 226,763     |  
|                                                         |  |             |   |  |             |  
|                                                         |  | 908,384     |   |  | 799,671     |  
|Shareholders Equity(note 6)                             |  |             |   |  |             |  
|Capital stock                                            |  | 60,964,605  |   |  | 54,005,703  |  
|Contributed surplus                                      |  | 6,259,626   |   |  | 6,136,123   |  
|Options                                                  |  | 9,190,098   |   |  | 8,532,700   |  
|Warrants                                                 |  | 357,945     |   |  | 49,453      |  
|Deficit                                                  |  | (70,980,388 | ) |  | (64,400,964 | )
|                                                         |  |             |   |  |             |  
|                                                         |  | 5,791,886   |   |  | 4,323,015   |  
|                                                         |  |             |   |  |             |  
|                                                         |  | 6,700,270   |   |  | 5,122,686   |  
|Going concern(note 1)                                    |  |             |   |  |             |  
|Subsequent event(notes 6 and 16)                         |  |             |   |  |             |  
|Commitments(note 15)                                     |  |             |   |  |             |  

Approved by the Board of Directors on June 18, 2015

|(signed)  Douglas Gilpin | Director |  | (signed) D. Lorne Tyrrell | Director
|------------------------ | -------- |  | ------------------------- | --------

The accompanying notes are an integral part of these
consolidated financial statements.

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Burcon NutraScience CorporationConsolidated Statements of Operations and
      Comprehensive LossFor the years
      ended March 31, 2015 and 2014(Prepared in Canadian dollars)


|                                                 |  | 2015       |   |  | 2014       |  
|------------------------------------------------ |  | ---------- | - |  | ---------- | -
|                                                 |  | $          |   |  | $          |  
|Revenue                                          |  |            |   |  |            |  
|Royalty income (note 2(a))                       |  | 105,387    |   |  | 94,724     |  
|                                                 |  |            |   |  |            |  
|Expenses                                         |  |            |   |  |            |  
|General and administrative (notes 7 and 10)      |  | 4,458,694  |   |  | 3,954,026  |  
|Research and development (note 8)                |  | 2,535,761  |   |  | 2,393,649  |  
|                                                 |  |            |   |  |            |  
|                                                 |  | 6,994,455  |   |  | 6,347,675  |  
|                                                 |  |            |   |  |            |  
|Loss from operations                             |  | (6,889,068 | ) |  | (6,252,951 | )
|                                                 |  |            |   |  |            |  
|Interest and other income(notes 10
      and 12) |  | 309,644    |   |  | 291,406    |  
|                                                 |  |            |   |  |            |  
|Loss and comprehensive loss for the
      year   |  | (6,579,424 | ) |  | (5,961,545 | )
|                                                 |  |            |   |  |            |  
|Basic and diluted loss per share(note 9)         |  | (0.20      | ) |  | (0.19      | )

The accompanying notes are an integral part of these
consolidated financial statements.

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Burcon NutraScience CorporationConsolidated Statements of Changes in EquityFor the years
      ended March 31, 2015 and 2014(Prepared in Canadian dollars)


|                                         |  | Number of  |  |  |            |   |  |             |  |  |            |   |  |          |   |  |             |   |  |               |  
|---------------------------------------- |  | ---------- |  |  | ---------- | - |  | ----------- |  |  | ---------- | - |  | -------- | - |  | ----------- | - |  | ------------- | -
|                                         |  | fully paid |  |  |            |   |  |             |  |  |            |   |  |          |   |  |             |   |  | Total         |  
|                                         |  | common     |  |  | Capital    |   |  | Contributed |  |  |            |   |  |          |   |  |             |   |  | shareholders' |  
|                                         |  | shares     |  |  | stock      |   |  | surplus     |  |  | Options    |   |  | Warrants |   |  | Deficit     |   |  | equity        |  
|                                         |  |            |  |  | $          |   |  | $           |  |  | $          |   |  | $        |   |  | $           |   |  | $             |  
|                                         |  |            |  |  |            |   |  |             |  |  |            |   |  |          |   |  |             |   |  |               |  
|Balance - March 31, 2013                 |  | 31,624,693 |  |  | 54,005,703 |   |  | 5,065,951   |  |  | 9,064,232  |   |  | 49,453   |   |  | (58,439,419 | ) |  | 9,745,920     |  
|                                         |  |            |  |  |            |   |  |             |  |  |            |   |  |          |   |  |             |   |  |               |  
|Loss and comprehensive loss for the year |  | -          |  |  | -          |   |  | -           |  |  | -          |   |  | -        |   |  | (5,961,545  | ) |  | (5,961,545    | )
|Stock-based compensation                 |  | -          |  |  | -          |   |  | -           |  |  | 538,640    |   |  | -        |   |  | -           |   |  | 538,640       |  
|Unexercised vested options               |  | -          |  |  | -          |   |  | 1,070,172   |  |  | (1,070,172 | ) |  | -        |   |  | -           |   |  | -             |  
|                                         |  |            |  |  |            |   |  |             |  |  |            |   |  |          |   |  |             |   |  |               |  
|Balance - March 31, 2014                 |  | 31,624,693 |  |  | 54,005,703 |   |  | 6,136,123   |  |  | 8,532,700  |   |  | 49,453   |   |  | (64,400,964 | ) |  | 4,323,015     |  
|                                         |  |            |  |  |            |   |  |             |  |  |            |   |  |          |   |  |             |   |  |               |  
|Loss and comprehensive loss for the year |  | -          |  |  | -          |   |  | -           |  |  | -          |   |  | -        |   |  | (6,579,424  | ) |  | (6,579,424    | )
|Rights offering                          |  | 1,860,276  |  |  | 5,245,978  |   |  | -           |  |  | -          |   |  | -        |   |  | -           |   |  | 5,245,978     |  
|Private placement                        |  | 660,000    |  |  | 1,970,185  |   |  | -           |  |  | -          |   |  | -        |   |  | -           |   |  | 1,970,185     |  
|Share issue costs                        |  | -          |  |  | (257,261   | ) |  | -           |  |  | -          |   |  | -        |   |  | -           |   |  | (257,261      | )
|Stock-based compensation                 |  | -          |  |  | -          |   |  | -           |  |  | 731,448    |   |  | -        |   |  | -           |   |  | 731,448       |  
|Warrants issued                          |  | -          |  |  | -          |   |  | -           |  |  | -          |   |  | 357,945  |   |  | -           |   |  | 357,945       |  
|Options expired / cancelled              |  | -          |  |  | -          |   |  | 74,050      |  |  | (74,050    | ) |  | -        |   |  | -           |   |  | -             |  
|Warrants expired                         |  | -          |  |  | -          |   |  | 49,453      |  |  | -          |   |  | (49,453  | ) |  | -           |   |  | -             |  
|                                         |  |            |  |  |            |   |  |             |  |  |            |   |  |          |   |  |             |   |  |               |  
|Balance - March 31, 2015                 |  | 34,144,969 |  |  | 60,964,605 |   |  | 6,259,626   |  |  | 9,190,098  |   |  | 357,945  |   |  | (70,980,388 | ) |  | 5,791,886     |  

The accompanying notes are an integral part of these
consolidated financial statements.

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Burcon NutraScience CorporationConsolidated Statements of Cash FlowsFor the years
      ended March 31, 2015 and 2014(Prepared in Canadian dollars)


|                                                         |  | 2015       |   |  | 2014       |  
|-------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                                         |  | $          |   |  | $          |  
|                                                         |  |            |   |  |            |  
|Cash flows from operating activities                     |  |            |   |  |            |  
|Loss for the year                                        |  | (6,579,424 | ) |  | (5,961,545 | )
|Items not affecting cash                                 |  |            |   |  |            |  
|Amortization of deferred
      development costs         |  | 533,625    |   |  | 533,625    |  
|Amortization of property and
      equipment             |  | 150,329    |   |  | 150,570    |  
|Amortization of deferred revenue                         |  | (93,833    | ) |  | (93,833    | )
|Unrealized foreign exchange gain                         |  | (118,642   | ) |  | -          |  
|Warrants issued for financing                            |  | 357,945    |   |  | -          |  
|Stock-based compensation expense                         |  | 731,448    |   |  | 538,640    |  
|                                                         |  |            |   |  |            |  
|                                                         |  | (5,018,552 | ) |  | (4,832,543 | )
|Changes in non-cash working capital items                |  |            |   |  |            |  
|Amounts receivable                                       |  | (4,583     | ) |  | (106,417   | )
|Prepaid expenses                                         |  | 16,961     |   |  | (11,847    | )
|Accounts payable and accrued liabilities                 |  | 187,898    |   |  | (1,414     | )
|                                                         |  |            |   |  |            |  
|                                                         |  | (4,818,276 | ) |  | (4,952,221 | )
|                                                         |  |            |   |  |            |  
|Cash flows from investing activities                     |  |            |   |  |            |  
|(Increase) decrease in short-term
      investments      |  | (1,257,600 | ) |  | 2,085,746  |  
|Acquisition of property and equipment                    |  | (50,399    | ) |  | (254,765   | )
|                                                         |  |            |   |  |            |  
|                                                         |  | (1,307,999 | ) |  | 1,830,981  |  
|                                                         |  |            |   |  |            |  
|Cash flows from financing activities                     |  |            |   |  |            |  
|Deferred financing costs                                 |  | (24,640    | ) |  | (88,813    | )
|Issue of capital stock                                   |  | 7,216,163  |   |  | -          |  
|Share issue costs                                        |  | (166,391   | ) |  | -          |  
|                                                         |  |            |   |  |            |  
|                                                         |  | 7,025,132  |   |  | (88,813    | )
|                                                         |  |            |   |  |            |  
|Foreign exchange gain on cash and cash
      equivalents |  | 109,641    |   |  | -          |  
|                                                         |  |            |   |  |            |  
|Increase (decrease) in cash and cash
      equivalents   |  | 1,008,498  |   |  | (3,210,053 | )
|                                                         |  |            |   |  |            |  
|Cash and cash equivalents - Beginning of
      year      |  | 1,392,467  |   |  | 4,602,520  |  
|                                                         |  |            |   |  |            |  
|Cash and cash equivalents - End of
      year            |  | 2,400,965  |   |  | 1,392,467  |  
|                                                         |  |            |   |  |            |  
|Interest received                                        |  | 50,981     |   |  | 49,700     |  

The accompanying notes are an integral part of these
consolidated financial statements.

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Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
      and 2014(Prepared in Canadian dollars)


|1 | Going concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  | Burcon NutraScience Corporation (Burcon or the
      Company) is incorporated in the Yukon Territory, Canada and its common
      shares are listed and publicly traded on the Toronto Stock Exchange and
      the NASDAQ Stock Exchange. The registered address of Burcon is Suite 200,
      Financial Plaza, 204 Lambert Street, Whitehorse, Yukon and the address of
      its principal office is 1946 West Broadway, Vancouver, British
      Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  | These consolidated financial statements have been
      prepared on a going concern basis, which assumes that the Company will be
      able to continue its operations for the foreseeable future and will be
      able to realize its assets and discharge its liabilities in the normal
      course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  | As at March 31, 2015, the Company had only minimal
      revenues from its technology, had an accumulated deficit of $70,980,388
      (2014 - $64,400,964) and had relied on equity financings, private
      placements, rights offerings and other equity transactions to provide the
      financing necessary to undertake its research and development activities.
      At March 31, 2015, the Company had cash and cash equivalents of $2,400,965
      (2014 - $1,392,467) and short-term investments of $1,266,600 (2014 -
      $nil). These conditions indicate existence of a material uncertainty that
      casts substantial doubt about the ability of the Company to meet its
      obligations as they become due and, accordingly, its ability to continue
      as a going concern.                                                                                                                                                                                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  | The Companys ability to continue as a going concern is
      dependent upon the Company raising additional capital. The Company will
      need to raise additional capital to meet its business objectives. On April
      30, 2015, the Company completed a rights offering for 1,552,044 common
      shares at a price of $2.26 per common share for gross proceeds of
      $3,507,619 and net proceeds of approximately $3,350,000 (note 16).
      Although the Company expects to receive royalty revenues from its license
      and production agreement with Archer Daniels Midland Company (ADM) from
      the sales of CLARISOY (note 2), the amount and timing of royalty revenues
      cannot be ascertained at this time. Burcon expects the amount of royalty
      revenues from the sales of CLARISOY will not reach its full potential
      until such time production is expanded to one or more full-scale
      commercial facilities. ADM has announced that it intends to expand
      commercial production of CLARISOY. However, the timing of the
      construction of such a full-scale commercial facility has not yet been
      determined.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  | These consolidated financial statements do not reflect
      the adjustments to the carrying values of assets and liabilities, the
      reported revenues and expenses, and the balance sheet classifications that
      would be necessary if the Company were unable to realize its assets and
      settle its liabilities as a going concern in the normal course of
      operations. Such adjustments could be material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

(1)

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Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


|2 | Nature of operations                                                                                                                                                                                                                                                                                                                                                                                                      
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                           
|  | Burcon and its subsidiary are research and development
      companies that are developing plant protein extraction and purification
      technology in the field of functional, renewable plant proteins. The
      Company and its subsidiary have developed CLARISOY, a soy protein and
      Peazazz®, a pea protein, and are developing Puratein®, Supertein® and
      Nutratein®, three canola protein isolates.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                           
|  | a)                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                           
|  | b)                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                           

(2)

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Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


| | c) | Puratein®, Supertein®and
      Nutratein®                                                                                                                                                                                                                                                                                                                                     
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                               
| |    | Burcon is developing three canola protein isolate
      products, Puratein®, Supertein®and
      Nutratein®. In 2008, Puratein®and Supertein®achieved US self-affirmed Generally Recognized As Safe (GRAS)
      status, and the US Food and Drug Administration formally acknowledged
      receipt of Burcons GRAS notification for Puratein®and
      Supertein®in 2010.

|3 | Significant accounting policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  | Basis of presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  | These consolidated financial statements are prepared in
      accordance with International Financial Reporting Standards (IFRS) as
      issued by the International Accounting Standards Board (IASB) and
      interpretations issued by the IFRS Interpretations Committee (IFRS
      IC).                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  | The Company has consistently applied the same accounting
      policies throughout all periods presented. The board of directors approved
      these financial statements on June 18, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  | Principles of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  | These consolidated financial statements include the
      accounts of the Company and its subsidiary, Burcon NutraScience (MB) Corp.
      A subsidiary is an entity in which the Company has control, directly or
      indirectly. Under IFRS 10, an investor controls an investee if and only if
      the investor has power over the investee, exposure, or rights, to variable
      returns from its involvement with the investee, and the ability to use its
      power over the investee to affect the amount of the investor's returns.
      All material intercompany transactions and balances have been eliminated
      on consolidation.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  | Details of the Companys subsidiary at March 31, 2015 are
      as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                                      | Place of         | Interest |                         
| | ------------------------------------ | ---------------- | -------- | ------------------------
| | Name                                 | incorporation    | %        | Principal activity      
| |                                      |                  |          |                         
| | Burcon NutraScience (MB)
      Corp. | Manitoba, Canada | 100      | Research and development

Revenue recognition

The Company recognizes revenue when the
amount of revenue can be reliably measured, and it is probable that future
economic benefits will flow to the Company. The Company may earn revenues from
licensing agreements under which third parties are granted rights to use the
Companys technologies.

If the substantive rights to the
technologies are retained by the Company, or the Company has remaining
performance obligations under the licensing agreements, and as such not all of
the risks and rewards have been transferred to the licensee, the Company
recognizes amounts received or receivable as royalties when earned on an accrual
basis.

(3)

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Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


At the point when all of the risks and
rewards associated with the use of the technologies have, in substance, been
relinquished under the licensing agreements, the Company recognizes the fair
value of future payments expected to be received as proceeds from the sale of
the technologies in the consolidated statements of operations and comprehensive loss.

Upfront payments and similar
non-refundable payments received under these agreements are initially recognized
as deferred revenue. Subsequently, if the Company recognizes royalty revenue,
the amounts deferred are recognized as revenue on a straight-line basis over the
estimated period royalties are expected to be earned commencing in the period
royalties are first recognized as revenue. Otherwise, the deferred amounts are
recognized as sale proceeds at the date of sale of the technologies. In December
2012, the Company commenced recognizing the previously deferred initial license
fee payments for CLARISOY as revenue on a straight-line basis consistent with
the period over which deferred development costs (note 5) are being amortized.

License agreements may consist of
multiple elements and provide for varying consideration terms, such as upfront
payments and milestone or similar payments. Revenue arrangements with multiple
elements are reviewed in order to determine whether the multiple elements can be
divided into separate units of accounting. If separable, the consideration
received is allocated among the separate units of accounting based on their
respective fair values, and the applicable revenue recognition criteria are
applied to each of the separate units. Otherwise, the applicable revenue
recognition criteria are applied to the revenue arrangement as a single unit.

Business combinations

The Company accounts for business
combinations using the acquisition method of accounting. The cost of an
acquisition is measured as the cash paid and the fair value of other assets
given, equity instruments issued and liabilities incurred or assumed at the
acquisition date. All acquired identifiable assets, liabilities and contingent
liabilities are recognized at fair value at the acquisition date. Any excess of
the cost of an acquisition over the net fair value of the identifiable assets,
liabilities and contingent liabilities acquired is recognized as goodwill. If
the cost of an acquisition is less than the fair value of the net assets of the
acquired entity, the difference is recognized directly in the consolidated statements of
operations and comprehensive loss. Acquisition-related costs are expensed as
incurred.

Accounting estimates

The preparation of consolidated
financial statements in accordance with IFRS requires management to apply
judgment when making estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements, the reported
amount of revenue and expenses during the reporting period, and disclosures made
in the accompanying notes to the financial statements. Actual results may differ
from those estimates.

The significant areas where
managements judgment is applied are in determining the fair value of
stock-based compensation (see note 6 for assumptions used by management),
determining whether all criteria for deferring development costs are met,
determining the point when amortization of deferred development costs and
deferred revenue commences and the expense allocation to deferred development
costs, as well as the recoverable amount of the deferred development costs and
goodwill.

(4)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


Cash and cash equivalents

Cash and cash equivalents consist of
cash on deposit with banks and highly liquid short-term interest bearing
securities with maturities at the date of purchase of three months or less.

Short-term investments

Short-term investments comprise highly
liquid short-term interest bearing securities with maturities at their purchase
dates of greater than three months but not more than one year.

Financial instruments

Financial assets and liabilities are
recognized when the Company becomes a party to the contractual provisions of the
instrument. Financial assets are derecognized when the rights to receive cash
flows from the assets have expired or have been transferred and the Company has
transferred substantially all risks and rewards of ownership. Financial assets
and liabilities are offset and the net amount is reported in the consolidated balance sheets
when there is a legally enforceable right to offset the recognized amounts and
there is an intention to settle on a net basis, or realize the asset and settle
the liability simultaneously.

At initial recognition, the Company
classifies its financial instruments in one of the following categories: fair
value through profit or loss, held-to-maturity investments, loans and
receivables, available-for-sale investments or other financial liabilities.

A financial asset or liability is
classified as fair value through profit or loss if acquired principally for the
purpose of selling or repurchasing in the short term. Derivatives are also
included in this category unless they are designated as hedges. Financial
instruments in this category are recognized initially and subsequently at fair
value. Transaction costs are expensed in the consolidated statements of operations and
comprehensive loss. Gains and losses arising from changes in fair value are
presented in the consolidated statements of operations and comprehensive loss within other
gains and losses in the period in which they arise.

Held-to-maturity investments and loans
and receivables are initially recognized at the amount expected to be received,
less, when material, a discount to reduce the amount to fair value.
Subsequently, held-to-maturity investments and loans and receivables are
measured at amortized cost using the effective interest method less a provision
for impairment. The Company classifies its cash and cash equivalents and
short-term investments as loans and receivables.

Available-for-sale investments are
recognized initially at fair value plus transaction costs and are subsequently
carried at fair value. Gains or losses arising from changes in fair value are
recognized in other comprehensive loss.

Other financial liabilities are
initially recognized at the amount required to be paid, less, when material, a
discount to reduce the payables to fair value. Subsequently, other financial
liabilities are measured at amortized cost using the effective interest
method.

(5)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


At each reporting date, the Company
assesses whether there is objective evidence that a financial asset is impaired.
If such evidence exists, the Company recognizes an impairment loss, as follows:

Financial assets carried at amortized
cost: The impairment loss is the difference between the amortized cost of the
loan or receivable and the present value of the estimated future cash flows,
discounted using the instruments original effective interest rate. The carrying
amount of the asset is reduced by this amount which is recognized in the
consolidated statements of operations. Impairment losses on financial assets carried at
amortized cost are reversed in subsequent periods if the amount of the loss
decreases and the decrease can be related objectively to an event occurring
after the impairment was recognized.

Available-for-sale financial assets:
The impairment loss is the difference between the original cost of the asset and
its fair value at the measurement date, less any impairment losses previously
recognized in the consolidated statements of operations and comprehensive loss. This amount
represents the cumulative loss in accumulated other comprehensive loss that is
reclassified to net loss. Impairment losses on available-for-sale equity
instruments are not reversed.

Transaction costs of an equity
transaction are accounted for as a deduction from equity to the extent that they
are incremental costs directly attributable to the equity transaction that
otherwise would have been avoided. Qualifying transaction costs incurred prior
to the Companys year-end in anticipation of an issuance of equity instruments
subsequent to the Companys year-end are deferred on the consolidated balance sheets until the
equity instruments are issued.

Property and equipment

Property and equipment are recorded at
cost less accumulated amortization. The Company provides for amortization using
the declining balance method at the following annual rates:

Equipment
    20%Computer equipment
    30%


Impairment of long-lived assets

The Company tests property and
equipment for impairment whenever events or circumstances indicate that the
carrying value of an asset or group of assets may not be recoverable. Intangible
assets that are not being amortized are tested annually for impairment and also
if the Company identifies indicators of impairment. For the purpose of assessing
impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows (cash-generating units). The evaluation is
based on the higher of the assets fair value less costs to sell and its value
in use, which is the present value of future cash flows expected to be derived
from the asset in its current state. An impairment loss is recognized in the
period it is determined to the extent that the carrying value exceeds the higher
of fair value less costs to sell and value in use of the asset or group of
assets.

(6)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


Research and development costs

Research costs are expensed in the
period incurred. Development costs are also expensed in the period incurred
unless the related process is clearly defined and the costs attributable thereto
can be reliably measured; the technical feasibility of the process has been
established so that it will be available for use or sale; management has
indicated its intention to produce and market, or use, the process; an ability
to use or sell the process exists; the process will generate probable future
economic benefits; and adequate resources exist, or are expected to be
available, to complete the development and to use or sell the process.

The deferred development costs are
amortized on a straight-line basis over their estimated useful lives commencing
on the date the technology is available for use.

Goodwill

Goodwill represents the excess at the
date of acquisition of the cost of the acquired business over the fair values
attributed to the underlying net tangible assets and the identifiable intangible
assets. Goodwill is not amortized.

On at least an annual basis, or when
circumstances indicate the carrying value of goodwill may not be recoverable,
the Company subjects goodwill to an impairment test. For impairment testing
purposes, the carrying value of goodwill is allocated to the group of assets
that realize the benefits of the acquisition. The impairment assessment is
performed by comparing the carrying value of the group of assets, including the
allocated carrying value of goodwill, to the higher of its fair value less costs
to sell and its value in use, which is the present value of future cash flows
expected to be derived from the group of assets in their current state. If the
carrying amount of the group of assets exceeds the recoverable amount, an
impairment loss is charged to operations in the period such impairment is
identified, allocated first to reducing the carrying amount of the goodwill
allocated to the group, and then to the other assets of the group.

Income taxes

The Company uses the balance sheet
liability method of accounting for income taxes. Under this method, current
income taxes are recognized for the estimated income taxes payable for the
current period. Deferred income tax assets and liabilities are recognized in the
current period for temporary differences between the tax and accounting bases of
assets and liabilities as well as for the benefit of losses available to be
carried forward to future years for tax purposes. Deferred income tax assets and
liabilities are measured using substantively enacted tax rates and laws expected
to apply in the years in which those temporary differences are expected to be
recovered or settled. Deferred income tax assets are recognized to the extent
they are considered probable to be realized.

(7)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


Government assistance

The Company carries out research and
development in Canada that is eligible for Scientific Research and Experimental
Development (SR&ED) Investment Tax Credits (ITC) at both the federal and
provincial level. The Company has recognized the refundable portion of ITC at
the provincial level but has not recognized the benefits of ITC at the federal
level because realization of these benefits is not probable at this time. The
Companys determination of ITC involves uncertainty with respect to managements
interpretation of complex tax regulations. The ITC claims are subject to review
and acceptance by the Canada Revenue Agency prior to collection.

Stock-based compensation

The Company accounts for stock-based
compensation granted to employees using the fair value method calculated using
the Black-Scholes option pricing model. Stock-based compensation granted to
non-employees is measured at the fair value of the goods and services received
unless the fair value cannot be measured reliably, in which case the amount is
measured using the fair value of the options granted. For options granted to
employees and those providing similar services, including officers and
directors, the compensation cost is measured at the fair value of the equity
instrument granted at the date of grant and is expensed to operations over the
awards vesting period. When stock options are exercised, capital stock is
credited by the sum of the consideration paid and by the related portion
previously recorded in options. Additional information related to the stock
option plan and the assumptions used in the Black-Scholes option pricing model
are provided in note 6.

Provisions

Provisions are recognized where a legal
or constructive obligation has been incurred as a result of past events, it is
probable that an outflow of resources embodying economic benefit will be
required to settle the obligation, and a reliable estimate of the amount of the
obligation can be made. Provisions are measured at the present value of the
expenditures expected to be required to settle the obligation. The Company has
recognized no provisions in these consolidated financial statements.

Earnings (loss) per share

Basic earnings (loss) per share is
computed by dividing the net earnings (loss) for the period available to common
shareholders by the weighted average number of common shares outstanding during
the period. The Company applies the treasury stock method to calculate diluted
earnings (loss) per share. Diluted earnings (loss) per share excludes all
dilutive potential common shares if their effect is anti-dilutive.

(8)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


Foreign currency translation

| | a) | Functional and presentation currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Items included in the financial statements of each
      consolidated entity are measured using the currency of the primary
      economic environment in which the entity operates (the functional
      currency). These consolidated financial statements are presented in
      Canadian dollars, which is the Companys and its subsidiarys functional
      currency.                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | b) | Transactions and balances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Foreign currency transactions are translated into the
      functional currency using the exchange rates prevailing at the date of the
      transactions. Generally, foreign exchange gains and losses resulting from
      the settlement of foreign currency transactions and from the translation
      at period-end exchange rates of monetary assets and liabilities
      denominated in currencies other than an operations functional currency
      are recognized in the consolidated statements of operations and comprehensive
  loss.

Changes in accounting policies

The Company has adopted the following
new and revised standards, along with any consequential amendments, effective
April 1, 2014. These changes have been made in accordance with the applicable
transitional provisions.

| |  | The Company has adopted International Accounting Standards (IAS) 32, Financial Instruments:
      Presentation. These amendments clarify the requirements for offsetting
      of financial assets and liabilities. The adoption did not result in
      material changes to the Companys financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                   
| |  | The Company has adopted IFRIC 21, Levies, which
      provides guidance on when an obligating event occurs that gives rise to a
      liability to pay a government levy that is not income tax. The adoption
  did not have any impact on the Companys consolidated financial statements.                       

Accounting standards issued and not
yet effective

IFRS 15 - Revenue from Contracts
with Customers

This new standard on revenue
recognition supersedes IAS 18, Revenue, IAS 11, Construction
Contracts, and related interpretations. IFRS 15 is effective for annual
periods beginning on or after January 1, 2017, with early adoption permitted.
The IASB has issued an exposure draft that would, if approved, defer the
effective date to January 1, 2018.

IFRS 9 - Financial instruments -
Classification and Measurement

The final version of IFRS 9 was issued
in July 2014 and includes (i) a third measurement category for financial assets,
and (ii) a single forward looking expected loss impairment model.

(9)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


IFRS 9 is effective for annual periods
  beginning on or after January 1, 2018.

Amendments to IFRS 7 - Financial
  Instruments: Disclosures

|  | IFRS 7 is amended to require additional disclosures on
      transition from IAS 39 to IFRS 9. The Amendment of IFRS 7 is effective on
  adoption of IFRS 9.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                             
|  | The Company does not expect any material impact from the
      adoption of these standards.                                                                 
|  |                                                                                                                                                             
|4 | Property and equipment                                                                                                                                      

| |                                            |  |           |  |  | Computer  |  |  |           | 
| | ------------------------------------------ |  | --------- |  |  | --------- |  |  | --------- | 
| |                                            |  | Equipment |  |  | equipment |  |  | Total     | 
| |                                            |  | $         |  |  | $         |  |  | $         | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Cost at March 31, 2014                     |  | 3,530,343 |  |  | 70,521    |  |  | 3,600,864 | 
| | Current period additions                   |  | 41,666    |  |  | 8,733     |  |  | 50,399    | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Cost at March 31, 2015                     |  | 3,572,009 |  |  | 79,254    |  |  | 3,651,263 | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Accumulated amortization at March 31, 2014 |  | 2,881,324 |  |  | 55,425    |  |  | 2,936,749 | 
| | Current period amortization                |  | 144,489   |  |  | 5,840     |  |  | 150,329   | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Accumulated amortization at March 31, 2015 |  | 3,025,813 |  |  | 61,265    |  |  | 3,087,078 | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Net book value at March 31, 2015           |  | 546,196   |  |  | 17,989    |  |  | 564,185   | 

| |                                            |  |           |  |  | Computer  |  |  |           | 
| | ------------------------------------------ |  | --------- |  |  | --------- |  |  | --------- | 
| |                                            |  | Equipment |  |  | equipment |  |  | Total     | 
| |                                            |  | $         |  |  | $         |  |  | $         | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Cost at March 31, 2013                     |  | 3,283,678 |  |  | 62,421    |  |  | 3,346,099 | 
| | Current period additions                   |  | 246,665   |  |  | 8,100     |  |  | 254,765   | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Cost at March 31, 2014                     |  | 3,530,343 |  |  | 70,521    |  |  | 3,600,864 | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Accumulated amortization at March 31, 2013 |  | 2,735,487 |  |  | 50,692    |  |  | 2,786,179 | 
| | Current period amortization                |  | 145,837   |  |  | 4,733     |  |  | 150,570   | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Accumulated amortization at March 31, 2014 |  | 2,881,324 |  |  | 55,425    |  |  | 2,936,749 | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Net book value at March 31, 2014           |  | 649,019   |  |  | 15,096    |  |  | 664,115   | 

(10)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


|5 | Deferred development costs                                                                                                                                                                                                                                                                                                     
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                
|  | On March 4, 2011, concurrent with signing the Soy
      Agreement, the Company commenced deferring development costs related to
      CLARISOY. The Company ceased deferring development costs related to
      CLARISOY on June 30, 2012 and commenced amortizing these costs over 50
      months on a straight-line basis.

$Cost at March 31, 2015
    
    2,223,435Amortization and impairment at March 31,
      2014
    
    933,843Current period amortization
    
    533,625Amortization and impairment at March 31, 2015
    
    1,467,468Net book value at March 31, 2015
    
    755,967Cost at March 31, 2014
    
    2,223,435Amortization and impairment at March 31, 2013
    
    400,218Current period amortization
    
    533,625Amortization and impairment at March 31,
      2014
    
    933,843Net book value at March 31, 2014
    
    1,289,592


|6 | Shareholders equity
|- | --------------------

| | a) | Capital stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Authorized                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | Unlimited number of common shares without par
  value                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | On April 2, 2014, the Company completed an offering of
      shares by way of a rights offering for 1,860,276 common shares at $2.82
      per common share for gross proceeds to Burcon of $5,245,978, and net
      proceeds of approximately $5.0 million. Burcon issued to each shareholder
      one right (the Rights) for each common share held by such shareholder.
      Every 17 Rights entitled the holder thereof to purchase one common share
      in the Company at a price of $2.82 per common share.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Financing costs related to the rights offering of
      $215,251 incurred up to March 31, 2014 were recorded as deferred financing
      costs and transferred to share issue costs upon the completion of the
      financing on April 2, 2014. Subsequent to March 31, 2014, Burcon incurred
      additional share issue costs of $17,477.                                                                                                                                                                           

(11)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


| |    | Subject to certain conditions, three corporate
      shareholders (the Guarantors), including ITC Corporation Limited (ITC
      Corp.), each agreed to provide a standby guarantee (the Standby
      Commitment) to purchase such common shares that were available to be
      purchased, but not otherwise subscribed for, that would have resulted in a
      minimum of 930,138 common shares issued under the rights offering. As the
      rights offering was over-subscribed, the Guarantors were not required to
      fulfill their respective obligations under the Standby Commitment. As
      consideration for the Standby Commitment, the Guarantors received share
      purchase warrants (Standby Warrants) entitling the Guarantors to acquire
      up to 232,534 common shares at an exercise price of $2.82 per common share
      that are exercisable up to April 2, 2016. In accordance with the policies
      of the TSX, the issuance of the Standby Warrants by the Guarantors was
      subject to shareholder approval, which was granted at Burcon's annual
      general meeting (AGM) on September 10, 2014. Burcon has estimated the
      value of these warrants to be $357,945 using the Black-Scholes option
      pricing model and recorded these warrants as financing expense when they
      were issued.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | On January 22, 2015, Burcon completed a private placement
      of 660,000 common shares at a price of US$2.50 per share for gross
      proceeds of US$1,650,000, or CA$1,970,185 and net proceeds of
      approximately $1,946,000. Burcon is maintaining these funds in a US dollar
      bank account and, therefore, the funds are subject to the risk of foreign
      currency fluctuations. The common shares are subject to a four-month hold
      period, which expired on May 23, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Agents warrants with an estimated value fair of $49,453
      issued pursuant to Burcons public offering in November 2012 expired
      unexercised on May 23, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | b) | Contributed surplus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Contributed surplus comprises the value ascribed to
      expired warrants and options and forfeited vested options, previously
      categorized in either warrants or options, as applicable, within
      shareholders equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | c) | Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | The Company has a stock option plan in which all
      directors, officers, employees and consultants of the Company and its
      subsidiary are eligible to participate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

(12)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


At March 31, 2015, 2,512,167 (2014 -
1,986,161) options to purchase common stock are outstanding from the stock
option plan. These options, when vested under the terms of the plan, are
exercisable at prices ranging between $2.48 and $9.60 per common share. An
additional 902,329 (2014 - 1,176,308) options may be granted in future years
under this plan. Unless otherwise determined by the board of directors, the
options have a term of 10 years from the date of grant. The vesting terms are
determined at the discretion of the board of directors at the time of grant. All
grants are recognized using graded vesting, with each vesting tranche being
valued separately, and the fair value of each tranche recognized over its
respective vesting period.

| |                                 |  |           |   |  | 2015           |  |  |           |   |  | 2014           | 
| | ------------------------------- |  | --------- | - |  | -------------- |  |  | --------- | - |  | -------------- | 
| |                                 |  |           |   |  | Weighted       |  |  |           |   |  | Weighted       | 
| |                                 |  | Number of |   |  | average        |  |  | Number of |   |  | average        | 
| |                                 |  | options   |   |  | exercise price |  |  | options   |   |  | exercise price | 
| |                                 |  |           |   |  | $              |  |  |           |   |  | $              | 
| |                                 |  |           |   |  |                |  |  |           |   |  |                | 
| | Outstanding - Beginning of year |  | 1,986,161 |   |  | 6.50           |  |  | 1,882,000 |   |  | 7.31           | 
| | Granted                         |  | 616,006   |   |  | 2.86           |  |  | 454,161   |   |  | 2.48           | 
| | Forfeited/expired               |  | (90,000   | ) |  | 5.03           |  |  | (350,000  | ) |  | 5.67           | 
| | Outstanding - End of year       |  | 2,512,167 |   |  | 5.66           |  |  | 1,986,161 |   |  | 6.50           | 

The following table
summarizes information about stock options outstanding and exercisable at March
31, 2015:

Options outstanding
    
    
    Options exercisableWeightedNumber
    
    
    average
    
    
    Weighted
    
    
    Number
    
    
    Weightedoutstanding
    
    
    remaining
    
    
    average
    
    
    exercisable
    
    
    averageRange of
    
    at March 31,
    
    
    contractual
    
    
    exercise
    
    
    at March 31,
    
    
    exerciseexercise prices
    
    2015
    
    
    life
    
    
    price
    
    
    2015
    
    
    price$
    
    
    
    
    (years)
    
    
    $
    
    
    
    
    
    $2.48 - 4.16
    
    1,452,167
    
    
    8.79
    
    
    3.08
    
    
    699,377
    
    
    3.316.78 - 9.60
    
    1,060,000
    
    
    5.01
    
    
    9.19
    
    
    1,060,000
    
    
    9.192,512,167
    
    
    
    
    
    
    
    
    1,759,377


(13)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


The fair value of each option is
estimated as at the date of grant or other measurement date using the
Black-Scholes option pricing model and the following weighted average
assumptions:

| |                                      | 2015  | 2014 
| | ------------------------------------ | ----- | -----
| |                                      |       |      
| | Dividend yield                       | 0.0%  | 0.0% 
| | Expected volatility                  | 52.1% | 51.7%
| | Risk-free interest rate              | 1.8%  | 2.3% 
| | Expected forfeitures                 | 10.2% | 10.7%
| | Expected average option term (years) | 7.7   | 8.1  

The expected volatility and expected
forfeitures are based on historical volatility and forfeitures. The risk-free
rate of return is the yield on a zero-coupon Canadian treasury bill of a term
consistent with the expected average option term. The expected average option
term is the average expected period to exercise, based on the historical
activity patterns for each individually vesting tranche.

The weighted average fair value of the
options granted during the year ended March 31, 2015 was $1.61 (2014 - $1.44)
per option.

Included in research and development
  expenses is $245,754 (2014 - $146,189) (note 8) of stock-based compensation and
  included in general and administrative expenses (salaries and benefits) is
  $485,694 (2014 - $392,451) (note 7) of a combination of stock-based compensation
  and costs settled by way of stock options.

|7 | General and
administrative
|- | --------------------------

| |                                        |  | 2015      |  |  | 2014      | 
| | -------------------------------------- |  | --------- |  |  | --------- | 
| |                                        |  | $         |  |  | $         | 
| |                                        |  |           |  |  |           | 
| | Professional fees                      |  | 2,055,550 |  |  | 1,926,656 | 
| | Salaries and benefits (note 6)         |  | 1,389,090 |  |  | 1,284,988 | 
| | Financing expense (note 6 and 10)      |  | 413,662   |  |  | -         | 
| | Investor relations                     |  | 222,171   |  |  | 354,061   | 
| | Office supplies and services (note 10) |  | 165,690   |  |  | 164,095   | 
| | Other                                  |  | 119,258   |  |  | 105,961   | 
| | Travel and meals                       |  | 61,256    |  |  | 82,782    | 
| | Management fees (note 10)              |  | 29,068    |  |  | 32,365    | 
| | Amortization of property and equipment |  | 2,949     |  |  | 3,118     | 
| |                                        |  |           |  |  |           | 
| |                                        |  | 4,458,694 |  |  | 3,954,026 | 

(14)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


|8 | Research and
development
|- | ------------------------

| |                                            |  | 2015      |  |  | 2014      | 
| | ------------------------------------------ |  | --------- |  |  | --------- | 
| |                                            |  | $         |  |  | $         | 
| |                                            |  |           |  |  |           | 
| |                                            |  |           |  |  |           | 
| | Salaries and benefits (note 6)             |  | 1,385,537 |  |  | 1,236,243 | 
| | Amortization of deferred development costs |  | 533,625   |  |  | 533,625   | 
| | Laboratory operation                       |  | 307,826   |  |  | 300,565   | 
| | Amortization of property and equipment     |  | 147,380   |  |  | 147,452   | 
| | Rent                                       |  | 88,442    |  |  | 85,497    | 
| | Analyses and testing                       |  | 64,564    |  |  | 69,891    | 
| | Travel and meals                           |  | 8,387     |  |  | 20,376    | 
| |                                            |  |           |  |  |           | 
| |                                            |  | 2,535,761 |  |  | 2,393,649 | 

|9 | Basic and diluted loss per share                                                         
|- | -----------------------------------------------------------------------------------------
|  |                                                                                          
|  | The following table sets forth the computation of basic
      and diluted loss per share:

| |                                                                                             |  | 2015       |   |  | 2014       |  
| | ------------------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                                                                             |  | $          |   |  | $          |  
| |                                                                                             |  |            |   |  |            |  
| | Loss for the year, being loss attributable
      to common shareholders - basic and diluted |  | 6,579,424  |   |  | 5,961,545  |  
| |                                                                                             |  |            |   |  |            |  
| |                                                                                             |  | Shares     |   |  | Shares     |  
| |                                                                                             |  |            |   |  |            |  
| | Weighted average common shares - basic and
      diluted                                    |  | 33,604,639 |   |  | 31,624,693 |  
| |                                                                                             |  |            |   |  |            |  
| | Basic and diluted loss per share                                                            |  | (0.20      | ) |  | (0.19      | )

|   | For the years ended March 31, 2015 and 2014, the Company
      excluded all potential common share equivalents from the diluted loss per
      share calculation as they were anti-dilutive.                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                    
|10 | Related party transactions                                                                                                                                                                                         
|   |                                                                                                                                                                                                                    
|   | The Company engaged a company that is controlled by an
      entity that has significant influence over Burcon for the following
      related party transactions:                                                 
|   |                                                                                                                                                                                                                    
|   | Included in general and administrative expenses (office
      supplies and services) for the year ended March 31, 2015 is $70,224 (2014
      - $63,721) for office space rental, services, and equipment
  rental.

(15)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


|   | For the year ended March 31, 2015, included in general
      and administrative expenses (management fees) and (financing expense) are
      $29,068 (2014 - $32,365) and $593 (2014 - $nil), respectively, for
      services provided to the Company. At March 31, 2015, $1,715 (2014 -
      $1,423) of this amount is included in accounts payable and accrued
      liabilities. For the year ended March 31, 2015, included in interest and
      other income is $21,812 (2014 - $12,895) for management services provided
      by the Company. At March 31, 2015, $818 (2014 - $1,424), of this amount is
      included in amounts receivable. Included in deferred financing costs are
      fees of $2,235 (2014 - $2,550) and included in share issue costs are fees
      of $615 (2014 - $nil) for administrative services provided directly for
      financings, of which $1,913 is included in accounts payable and accrued
      liabilities as of March 31, 2015 (2014 - $1,035).
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the year, the Company issued warrants to ITC Corp.
      related to the 2014 Rights Offering (note 6) and recorded the estimated
      fair value of $183,053 as financing expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11 | Key management compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Key management includes the Companys CEO and COO.
      Remuneration of directors and key management personnel
  comprises:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                     |  | 2015    |  |  | 2014    | 
| | ------------------- |  | ------- |  |  | ------- | 
| |                     |  | $       |  |  | $       | 
| |                     |  |         |  |  |         | 
| | Short-term benefits |  | 362,227 |  |  | 367,743 | 
| | Option-based awards |  | 302,742 |  |  | 247,191 | 
| |                     |  |         |  |  |         | 
| |                     |  | 664,969 |  |  | 614,934 | 

Short-term benefits comprise salaries,
director fees and employment benefits.

Option-based awards represent the cost
to the group of senior management and directors participation in the incentive
stock option plan, as measured by the fair value of instruments granted
accounted for in accordance with IFRS 2, Share-based Payment. For details
of these plans refer to note 6 to the financial statements.

(16)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


|12 | Income taxes                                                                                                                                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                      
|   | The recovery of income taxes differs from the amount
      obtained by applying the statutory Canadian federal and provincial income
      tax rates to loss for the year as follows:

| |                                                                                                          |  | 2015       |   |  | 2014       |  
| | -------------------------------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                                                                                          |  | $          |   |  | $          |  
| |                                                                                                          |  |            |   |  |            |  
| | Recovery of income taxes based on the
      combined statutory income tax rate of 27.08% (2014 - 27.13%) |  | (1,782,000 | ) |  | (1,617,000 | )
| | Deferred income tax assets not recognized                                                                |  | 1,223,000  |   |  | 1,400,000  |  
| | Non-capital losses expired                                                                               |  | 321,000    |   |  | 153,000    |  
| | Financing costs                                                                                          |  | (67,000    | ) |  | -          |  
| | Adjustment to deferred income tax assets
      for changes in tax rates                                  |  | -          |   |  | (74,000    | )
| | Non-deductible items and tax adjustments                                                                 |  | 305,000    |   |  | 138,000    |  
| |                                                                                                          |  |            |   |  |            |  
| | Recovery of income taxes                                                                                 |  | -          |   |  | -          |  

As at March 31, 2015, the Company has
non-capital losses of approximately $36,142,000 (2014 - $32,915,000) available
to reduce taxable income in future years. These losses expire as follows:

$2026
    
    886,0002027
    
    1,814,0002028
    
    2,093,0002029
    
    2,432,0002030
    
    3,498,0002031
    
    4,358,0002032
    
    5,327,0002033
    
    4,606,0002034
    
    5,507,0002035
    
    5,621,00036,142,000


In addition, the Company has SR&ED
expenditures of approximately $12,192,000 available to carry forward
indefinitely.

ITCs of $4,572,000 may be used to
offset deferred income taxes otherwise payable and expire between 2016 and 2035.

Included in interest and other income
is $119,511 (2014 - $228,812) of refundable ITCs, which is included in amounts
receivable at March 31, 2015 (2014 - $nil).

(17)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


The tax effects of temporary
differences that give rise to deferred income tax assets are as follows:

| |                                         |  | 2015       |   |  | 2014       |  
| | --------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                         |  | $          |   |  | $          |  
| |                                         |  |            |   |  |            |  
| | Deferred income tax assets (liability)  |  |            |   |  |            |  
| | SR&ED
      expenditures                |  | 3,242,000  |   |  | 3,058,000  |  
| | Losses from operations carried forward  |  | 9,712,000  |   |  | 8,829,000  |  
| | Deferred revenue                        |  | 36,000     |   |  | 61,000     |  
| | Deferred development costs              |  | (181,000   | ) |  | (309,000   | )
| | Financing costs                         |  | 144,000    |   |  | 118,000    |  
| | Property and equipment                  |  | 82,000     |   |  | 55,000     |  
| |                                         |  |            |   |  |            |  
| | Unrecognized deferred income tax assets |  | 13,035,000 |   |  | 11,812,000 |  

|   | Management believes the realization of income tax
      benefits related to these losses and other potential deferred income tax
      assets is uncertain at this time and cannot be viewed as probable.
      Accordingly, the Company has not recognized these deferred income tax
      assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13 | Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The financial instruments that expose the Company to a
      concentration of credit risk are cash and cash equivalents, amounts
      receivable and short-term investments. The Companys cash and cash
      equivalents may comprise interest-bearing savings instruments with
      Canadian chartered banks. Short-term investments comprise interest-bearing
      securities with Canadian chartered banks with maturities at their purchase
      dates of greater than three months but not more than a year. The Company
      limits its exposure to credit loss by placing its cash and cash
      equivalents and short-term investments with two Canadian chartered
      banks.                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Interest rate risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | All of the Companys financial instruments are
      non-interest bearing except for cash and cash equivalents that earn
      interest at variable market rates and short-term investments that earn
      interest at fixed interest rates. Burcons cash and cash equivalents and
      short-term investments are held at two Canadian chartered banks to
      maximize interest and to diversify risk. For the year ended March 31,
      2015, the weighted average interest rate earned on the Companys cash and
      cash equivalents was 1.22% per annum (2014 - 1.17% per annum) and the
      weighted average interest rate earned on short-term investments was 0.30%
      (2014 - 1.45%) per annum. The impact of a 1% strengthening or weakening of
      interest rates on the Companys cash and cash equivalents at March 31,
      2015 is estimated to be a $24,000 increase or decrease in interest income
      per year.

(18)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


|   | Liquidity risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company manages liquidity risk through the management
      of its capital structure (note 14). It also manages liquidity risk by
      monitoring actual and forecasted cash flows taking into account current
      and planned operations. The Companys estimated minimum contractual
      undiscounted cash flow requirements for its financial liabilities at March
      31, 2015 is $775,454, all of which is within the next 12 months.                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Fair value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The fair value of the derivative asset and liability is a
      level 3 fair value and was estimated based on the amount of which the
      Company can settle its obligation under the standby commitment agreement
      in cash (note 16).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The carrying values of cash and cash equivalents, short-term investments,
      amounts receivable and accounts payable and accrued liabilities
      approximate their fair values due to the short-term natures of those
      assets and liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Currency risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | All of the Companys short-term investments are
      denominated in US dollars. Therefore, the Company is exposed to risk from
      changes in foreign exchange rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14 | Capital disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company considers its capital to be its shareholders
      equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company manages its capital structure to have
      sufficient resources available to meet day-to-day operating requirements,
      continue as a going concern and fund its research and development program.
      The Company is dependent on non-operating sources of cash, primarily from
      issuing equity, to fund its operations and research development programs.
      The Company monitors its capital and the expected cash flows required to
      achieve its business objectives to determine its future financing needs.
      It seeks additional capital when deemed appropriate, but there is no
      assurance that it will be able to secure the necessary capital when
      required. Refer also to note 1.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company is not subject to externally imposed capital
      requirements and there has been no change with respect to the overall
      capital risk management strategy during the year ended March 31,
    2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

(19)

---

Burcon NutraScience CorporationNotes to Consolidated Financial StatementsMarch 31, 2015
        and 2014(Prepared in Canadian dollars)


|15 | Commitments                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                     
|   | The Company is committed to make payments under certain
      operating leases for office space and office equipment. Operating lease
      costs expensed during the year were $152,053 (2014- $143,043). The future
      payments required under operating leases are as
follows:

$2016
    
    66,2982017
    
    28,32494,622


|   | As at March 31, 2015, the Company was committed to
      approximately $41,000 of capital expenditures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|16 | Subsequent event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On April 30, 2015, the Company completed an offering of
      shares by way of a rights offering for 1,552,044 common shares gross
      proceeds to Burcon of $3,507,619, with net proceeds of approximately
      $3,350,000. Burcon issued to each shareholder one right (the 2015
      Rights) for each common share held by such shareholder. Every 22 Rights
      entitled the holder thereof to purchase one common share in the Company at
      a price of $2.26 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Subject to certain conditions, three corporate
      shareholders (the 2015 Guarantors), including ITC Corp., had each agreed
      to provide a standby guarantee (the 2015 Standby Commitment) to purchase
      such common shares that were available to be purchased, but not otherwise
      subscribed for, that would have resulted in a minimum of 1,552,044 common
      shares being issued under the rights offering. As the rights offering was
      over-subscribed, the 2015 Guarantors were not required to fulfill their
      respective obligations under the 2015 Standby Commitment. As consideration
      for the 2015 Standby Commitment, the 2015 Guarantors received share
      purchase warrants (2015 Standby Warrants) entitling the 2015 Guarantors
      to acquire up to 388,011 common shares at an exercise price of $2.26 per
      common share that will be exercisable up to April 30, 2017. In accordance
      with the policies of the TSX, the issuance of the 2015 Standby Warrants to
      the 2015 Guarantors is subject to shareholder approval for the exercise
      price, which will be sought at Burcon's next AGM. ITC Corp. is subject to
      an additional shareholder approval as an insider of the Company. If the
      Company fails to obtain the requisite shareholder approval for the
      exercise price for the 2015 Guarantors, the Company will pay to the 2015
      Guarantors a cash fee in the aggregate of $70,152 as compensation for the
      2015 Standby Commitment. If the Company obtains the requisite shareholder
      approval for the exercise price but fails to obtain the additional
      requisite shareholder approval for ITC Corp. as an insider of the Company,
      it will pay to ITC Corp. a cash fee equal to $35,876 as compensation for
      the 2015 Standby Commitment. The 2015 Standby Commitment Agreement gave
      rise to a financial asset and liability, which have been recorded at fair
      value as a derivative asset and liability of $70,152, respectively, with the
      change in fair value to be recorded through profit and loss.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Financing costs related to this rights offering incurred
      up to March 31, 2015 have been recorded as deferred financing
  costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

(20)

---