---

Exhibit 99.5  Additional Information

Part I

Item 3

The following tables set forth the exchange rates for one
Canadian dollar, expressed in U.S. dollars based on the Bank of Canada nominal
noon exchange rates. On July 25, 2016, the Noon Buying Rate was $1.00 = US$0.76.

2016
    
    
    2016
    
    
    2016
    
    
    2015
    
    
    2015
    
    
    2015March
    
    
    February
    
    
    January
    
    
    December
    
    
    November
    
    
    OctoberHigh for period
    $
    0.77
    
    $
    0.74
    
    $
    0.72
    
    $
    0.75
    
    $
    0.76
    
    $
    0.78Low
      for period
    $
    0.74
    
    $
    0.71
    
    $
    0.69
    
    $
    0.72
    
    $
    0.75
    
    $
    0.76


Year ended March 31,2016
    
    
    2015
    
    
    2014
    
    
    2013
    
    
    2012Average for period
    $
    0.76
    
    $
    0.88
    
    $
    0.95
    
    $
    1.00
    
    $
    1.01


Item 4

|D.                                                                                                                                                                                  | Property, plants and equipment
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------
|                                                                                                                                                                                    |                               
|The semi-works production facility in Winnipeg,
        Manitoba of Burcon NutraScience Corporation ("Burcon" or the "Company") has an annual production capacity of 15
    tonnes.

Item 5

|E.                                                     | Off-balance-sheet arrangements                 
|------------------------------------------------------ | -----------------------------------------------
|                                                       |                                                
|The Company has no off-balance-sheet
    arrangements.
|                                                       |                                                
|F.                                                     | Tabular disclosure of contractual
  obligations

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table lists as of March 31, 2016 information with
respect to the Companys known contractual obligations.

1

---

**Payments due by period (in thousands of U.S.
      dollars)**Less than
    
    
    More thanContractual Obligations
    Total
    1 year
    1  3 years
    3  5 years
    5 yearsLong-Term Debt Obligations
    Nil
    Nil
    Nil
    Nil
    NilCapital (Finance) Lease Obligations
    Nil
    Nil
    Nil
    Nil
    NilOperating Lease Obligations
      (1)
    72
    72
    Nil
    Nil
    NilAccounts Payable and Accrued Liabilities
    540
    540
    Nil
    Nil
    NilOther Long-Term Liabilities
      Reflected on the Companys Balance Sheet under the GAAP of the primary
      financial statements:
    Nil
    Nil
    Nil
    Nil
    NilTotal
    612
    612
    Nil
    Nil
    Nil(1)Includes Vancouver and Winnipeg office premises
lease and office equipment lease.


Item 6

|B. | Compensation
|-- | ------------

SUMMARY COMPENSATION
      TABLEName and Principal
      Position
    Year
    Salary
      ($)
    Share-
      based awards ($)
    Option-
      based awards ($)
    Non-equity
      incentive plan compensation ($)
    Pension
      value ($)
    All other
      compen- sation ($)
    Total
      compen- sation ($)Annual
      incentive plans
    Long term
      incentive plansMartin Schweizer, Vice President,
      Technical Development
    2016
    125,000
    Nil
    56,166(1)
    Nil
    Nil
    Nil
    Nil
    181,166


Notes:

| | (1) | In determining the fair value of the option awards, the
      Black-Scholes option pricing model was used and was calculated in
      accordance with IFRS 2, Share-based payment, with the following
      assumptions:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Assumptions
    2016
    2015
    2014Risk-free interest rate:
    1.36%
    1.78%
    2.25%Dividend rate:
    0%
    0%
    0%Expected forfeitures:
    9.37%
    10.18%
    10.68%Expected volatility in the market price of shares:
    52.96%
    52.10%
    51.26%Expected life:
    7.5 years
    7.6 years
    8 yearsFair value per option:
    $1.29
    $1.59
    $1.42


2

---

|C. | Board Practices
|-- | ---------------

Directors do not have service contracts with the Company or any of its subsidiaries providing for
  benefits upon termination of employment.

|E. | Share Ownership
|-- | ---------------

Martin Schweizer  Options Held

Options
    Exercise
    Expiry DateOutstanding
    Price Peras at March
    Share31, 2016Martin Schweizer,
    50,000
    9.60
    12/17/2019(1)Vice President,
    18,000
    4.16
    10/29/2022(2)Technical
    35,482
    2.48
    12/04/2023(3)Development
    53,761
    2.86
    11/10/2024(4)43,398
    2.33
    11/12/2025(5)


Notes:

|(1) | These options vested as to 1/3 on each of August 17,
      2010, April 17, 2011 and December 17, 2011.                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | These options vested as to 1/3 on each of October 29,
      2013, October 29, 2014 and October 29, 2015.                                                 
|(3) | These options vested as to 1/3 on each of December 4,
      2014 and December 4, 2015, respectively and will vest as to 1/3 on
      December 4, 2016.   
|(4) | These options vested as to 1/3 on November 10, 2015 and
      will vest as to 1/3 on each of November 10, 2016 and November 10, 2017,
      respectively.
|(5) | These options will vest as to 1/3 on each of November 12,
      2016, November 12, 2017 and November 12, 2018,
  respectively.                           

Item 7

|A. | Major Shareholders
|-- | ------------------

In addition to the major shareholders disclosed in the 2016 Management Proxy Circular which is
  attached as Exhibit 99.4 of this Annual Report on Form 20-F and incorporated herein by reference, to
  the best of the Company’s knowledge, E-Concept beneficially owns 1,831,885 of the Company’s
  common shares (the “Common Shares”) or 5.1% of the issued and outstanding Common Shares as at
  July 25, 2016.  This number includes 104,220 Common Shares issuable upon exercise of warrants
  granted to E-Concept Ltd. as compensation for providing a standby commitment pursuant to the rights
  offerings of Burcon that closed on April 30, 2015.  The warrants expire on April 30, 2017.

Major shareholders do not have different voting rights from
other holders of Common Shares.

To the best of the Company’s knowledge, there are nine record holders in the United States, holding
  1,505,254 Common Shares or 4.2% of the issued and outstanding Common Shares as at June 28, 2016.

3

---

Item 9

|A. | Offer and listing details
|-- | -------------------------

The following table sets forth the high and low closing prices of the Common Shares traded on the TSX
  (Canadian dollars) and NASDAQ (U.S. dollars) during the period subsequent to the year end March 31,
  2016.

TORONTO STOCK
      EXCHANGE
    NASDAQ§§Period
    High
      (C$)
    Low
      (C$)
    High
      (US$)
    Low
      (US$)April 1 to July 26, 2016
    3.25
    2.14
    2.5299
    1.56


‡‡
Source: TMXMoney.com
§§
Source: NASDAQ.com

Item 10

|B. | Memorandum and articles of
association
|-- | --------------------------------------

The Articles of Incorporation of the Company do not restrict
the business the Company may carry on.

Section 4.17 of Bylaw No. 1 of the Company provides that a
director or officer who is a party to, or who is a director or officer of or has
a material interest in any person who is a party to, a material contract or
proposed material contract with the Company shall disclose the nature and extent
of his interest at the time and in the manner provided by the Business
Corporations Act of Yukon, Canada (the Business Corporations Act). Any
such contract or proposed contract shall be referred to the Companys board of
directors or shareholders for approval even if such contract is one that is in
the ordinary course of the Companys business and would not require approval by
the board of directors or shareholders and a director interested in a contract
so referred to the board of directors shall not vote on any resolution to
approve the same except as provided by the Business Corporations Act.

There are no restrictions on the directors power, in the
absence of an independent quorum, to vote on compensation to themselves or any
members of their body. Section 4.18 of Bylaw No. 1 of the Company provides that
directors shall be paid such remuneration for their services as the board of
directors of the Company may from time to time determine. The directors shall
also be entitled to be reimbursed for travelling and other expenses properly
incurred by them in attending meetings of the board of directors or any
committee thereof. Directors are not precluded from serving the Company in any
other capacity and receiving remuneration therefore. The charter of the
nominating and compensation committee of the Company sets out the duties of the
committee, including the duty to determine remuneration and other benefits of
the Companys directors, executive officers and consultants and performance
bonuses and long term incentives for the Companys employees. The nominating and
compensation committee is comprised of all independent directors.

4

---

Section 3.01 of Bylaw No. 1 of the Company provides that the
board of directors is authorized from time to time:

| | (i)  | to borrow money upon the credit of the Company in such
      amounts and on such terms as may be deemed expedient by obtaining loans or
      advances or by way of overdraft or otherwise;                                            
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | to issue, re-issue, sell or pledge bonds, debentures,
      notes or other evidence of indebtedness or guarantees of the Company,
      whether secured or unsecured for such sums and at such prices as may be
      deemed expedient;

| | (iii) | subject to the Business Corporations Act, to issue
      guarantees on behalf of the Company to secure the performance of the
      obligations of any person; and                                                                                                                                                                                                                                                                                                                                   
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)  | to charge, mortgage, hypothecate, pledge or otherwise
      create a security interest in all or any currently owned or subsequently
      acquired real or person, movable or immovable, property and undertaking of
      the Company, including book debts, rights, powers and franchises for the
      purpose of securing any such bonds, debentures, notes or other evidences
      of indebtedness or guarantee or any other present or future indebtedness
      or liability of the company.

The board of directors may delegate all or any its authority
under section 3.01 to such one of more directors or officers of the Company.

The Company does not have an age limit requirement for
retirement or non-retirement of directors. Section 4.02 of Bylaw No. 1 provides
that a director need not be a shareholder of the Company.

The Articles of Incorporation provide that the Company is
authorized to issue one class of an unlimited number of shares designated as
common shares without par or nominal value. Each common share has the right to
one vote.

Section 9.04 of ByLaw No. 1 provides that the board of
directors may fix in advance, a date preceding by not more than fifty days the
date of the payment of any dividend as a record date for the determination of
the persons entitled to receive payment of such dividend. The Company must also
provide notice of any such record date not less than seven days before such
record date by newspaper advertisement or otherwise in the manner provided by
the Business Corporations Act. If no record date is fixed in advance, the record
date for the determination of the persons entitled to receive payment of any
dividend shall be at the close of business on the day on which the resolution
relating to such dividend is passed by the board of directors. Section 9.05 of
Bylaw No 1 provides that any dividend unclaimed after a period of six years from
the date on which the same has been declared to be payable shall be forfeited
and shall revert to the Company.

Directors do not stand for reelection at staggered intervals
and cumulative voting is not permitted or required by the Companys bylaws.

Pursuant to the Business Corporations Act, the rights of
holders of common shares may be changed only by special resolution of
shareholders. A special resolution under the Business Corporations Act means a
resolution (a) passed at a meeting of shareholders by a special majority of the
votes cast by the shareholders who voted in respect of that resolution; or (b)
pass in a written resolution in accordance with section 143 of the Business
Corporations Act. A special majority means 2/3 under the Business Corporations
Act.

5

---

Section 10 of Bylaw No. 1 requires an annual meeting of
shareholders to be called to consider (i) the financial statements and reports
required by the Business Corporations Act and placed before the annual meeting,
(ii) the election of directors, (iii) the appointment of auditors and (iv) the
transaction of such other business as may be properly be brought before the
meeting. A special meeting can also be called at any time by the board of
directors, chairman of the board, the managing director or the president. Any
business transacted at a special meeting and all business transacted at an
annual meeting other than consideration of the financial statements, auditor
reports, election of directors and reappointment of incumbent auditors is deemed
to be special business. Notice of the time and place of each meeting of
shareholders shall not be less than twenty-one nor more than fifty days before
the date of the meeting and shall be given to each director, auditor and
shareholder who at the close of business on the record date. A shareholder may
waive notice of or otherwise consent to a meeting of shareholders. The board of
directors may fix in advance a record date, preceding the date
of any meeting of shareholders by not more than fifty days and not less than
twenty-one days for the determination of the shareholders entitled to notice of
the meeting, provided that notice of any such record date is given, not less
than seven days before such record date by newspaper advertisement in the manner
provided by the Business Corporations Act. If no record date is fixed, then the
record date for the determination of shareholders entitled to notice of the
meeting will be the close of business on the day immediately preceding the day
on which the notice is given, or if no notice is given, the day on which the
meeting is held. The procedures for voting at a shareholders meeting are
described in section 10 of Bylaw No. 1 which is attached as Exhibit 1.3 of this
Annual Report on Form 20-F and incorporated herein by reference.

There are no limitations on the right to own Common Shares.

There are no provisions in the Articles of the Company that
would have an effect of delaying, deferring or preventing a change in control
and that would operate only with respect to a merger, acquisition or corporate
restructuring involving the Company or any of the Companys subsidiaries.

There is no provision in the Articles of the Company setting a
threshold or requiring or governing disclosure of shareholder ownership above
any level.

The full text of the Articles and Bylaws of the Company are
attached to this Annual Report on Form 20-F as Exhibits 1.1, 1.2, 1.3 and
1.4.

|E. | Taxation
|-- | --------

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain material U.S.
federal income tax considerations applicable to a U.S. Holder (as defined below)
arising from and relating to the acquisition, ownership, and disposition of
Common Shares.

This summary is for general information purposes only and does
not purport to be a complete analysis or listing of all potential U.S. federal
income tax considerations that may apply to a U.S. Holder arising from and
relating to the acquisition, ownership, and disposition of Common Shares. In
addition, this summary does not take into account the individual facts and
circumstances of any particular U.S. Holder that may affect the U.S. federal
income tax consequences to such U.S. Holder, including specific tax consequences
to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is
not intended to be, and should not be construed as, legal or U.S. federal income
tax advice with respect to any U.S. Holder. This summary does not address the
U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and
local, and foreign tax consequences to U.S. Holders of the acquisition,
ownership, and disposition of Common Shares. Except as specifically set forth
below, this summary does not discuss applicable tax reporting requirements. Each
U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S.
federal alternative minimum, U.S. federal estate and gift, U.S. state and local,
and foreign tax consequences relating to the acquisition, ownership and
disposition of Common Shares.

6

---

No legal opinion from U.S. legal counsel or ruling from the
Internal Revenue Service (the IRS) has been requested, or will be
obtained, regarding the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of Common Shares. This summary is not binding on the
IRS, and the IRS is not precluded from taking a position that is different from,
and contrary to, the positions taken in this summary. In addition, because the
authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could
disagree with one or more of the positions taken in this summary.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as
amended (the Code), Treasury Regulations (whether final, temporary, or
proposed), published rulings of the IRS, published administrative positions of
the IRS, the Convention Between Canada and the United States with
Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended
(the Canada-U.S. Tax Convention), and U.S. court decisions that are
applicable and, in each case, as in effect and available, as of the date of this
document. Any of the authorities on which this summary is based could be changed
in a material and adverse manner at any time, and any such change could be
applied on a retroactive or prospective basis which could affect the U.S.
federal income tax considerations described in this summary. This summary does
not discuss the potential effects, whether adverse or beneficial, of any
proposed legislation that, if enacted, could be applied on a retroactive or
prospective basis.

U.S. Holders

For purposes of this summary, the term "U.S. Holder" means a
beneficial owner of Common Shares that is for U.S. federal income tax purposes:

| |  | an individual who is a citizen or resident of
      the United States;                                                                                                                                                                                                                         
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a corporation (or other entity taxable as a
      corporation for U.S. federal income tax purposes) organized under the laws
      of the U.S., any state thereof or the District of Columbia;                                                                                                 
| |  | an estate whose income is subject to U.S.
      federal income taxation regardless of its source; or                                                                                                                                                                                           
| |  | a trust that (1) is subject to the primary
      supervision of a court within the U.S. and the control of one or more U.S.
      persons for all substantial decisions or (2) has a valid election in
      effect under applicable Treasury Regulations to be treated as a U.S.
      person.

7

---

Non-U.S. Holders

For purposes of this summary, a non-U.S. Holder is a
beneficial owner of Common Shares that is not a U.S. Holder or is a partnership.
This summary does not address the U.S. federal income tax consequences to
non-U.S. Holders arising from and relating to the acquisition, ownership, and
disposition of Common Shares. Accordingly, a non-U.S. Holder should consult its
own tax advisor regarding the U.S. federal, U.S. federal alternative minimum,
U.S. federal estate and gift, U.S. state and local, and foreign tax consequences
(including the potential application of and operation of any income tax
treaties) relating to the acquisition, ownership, and disposition of Common
Shares.

U.S. Holders Subject to Special U.S. Federal Income Tax
Rules Not Addressed

This summary does not address the U.S. federal income tax
considerations applicable to U.S. Holders that are subject to special provisions
under the Code, including, but not limited to, U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans,
individual retirement accounts, or other tax-deferred accounts; (b) are
financial institutions, underwriters, insurance companies, real estate
investment trusts, or regulated investment companies; (c) are broker-dealers,
dealers, or traders in securities or currencies that elect to apply a
mark-to-market accounting method; (d) have a functional currency other than
the U.S. dollar; (e) own Common Shares as part of a straddle, hedging
transaction, conversion transaction, constructive sale, or other arrangement
involving more than one position; (f) acquired Common Shares in connection with
the exercise of employee stock options or otherwise as compensation for
services; (g) hold Common Shares other than as a capital asset within the
meaning of Section 1221 of the Code (generally, property held for investment
purposes); or (h) own or have owned (directly, indirectly, or by attribution)
10% or more of the total combined voting power of the outstanding shares of the
Company. This summary also does not address the U.S. federal income tax
considerations applicable to U.S. Holders who are: (a) U.S. expatriates or
former long-term residents of the U.S.; (b) persons that have been, are, or will
be a resident or deemed to be a resident in Canada for purposes of the Income
Tax Act (Canada) (the Tax Act); (c) persons that use or hold, will use
or hold, or that are or will be deemed to use or hold Common Shares in
connection with carrying on a business in Canada; (d) persons whose Common
Shares constitute taxable Canadian property under the Tax Act; or (e) persons
that have a permanent establishment in Canada for the purposes of the
Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions
under the Code, including, but not limited to, U.S. Holders described
immediately above, should consult their own tax advisors regarding the U.S.
federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S.
state and local, and foreign tax consequences relating to the acquisition,
ownership and disposition of Common Shares.

If an entity or arrangement that is classified as a partnership
(or pass-through entity) for U.S. federal income tax purposes holds Common
Shares, the U.S. federal income tax consequences to such partnership and the
partners (or owners) of such partnership generally will depend on the activities
of the partnership and the status of such partners (or owners). This summary
does not address the tax consequences to any such partnership or partner (or
owner). Partners (or owners) of entities or arrangements that are classified as
partnerships for U.S. federal income tax purposes should consult their own tax
advisors regarding the U.S. federal income tax consequences arising from and
relating to the acquisition, ownership, and disposition of Common Shares.

8

---

Ownership and Disposition of Common Shares

The following discussion is subject to the rules described
below under the heading Passive Foreign Investment Company Rules.

Distributions on Common Shares

Subject to the PFIC (as defined below) rules discussed below, a
U.S. Holder that receives a distribution, including a constructive distribution,
with respect to a Common Share will be required to include the amount of such
distribution in gross income as a dividend (without reduction for any Canadian
income tax withheld from such distribution) to the extent of the current or
accumulated earnings and profits of the Company, as computed for U.S. federal
income tax purposes. A dividend generally will be taxed to a U.S. Holder at
ordinary income tax rates if the Company is a PFIC. To the extent that a
distribution exceeds the current and accumulated earnings and profits of the
Company, such distribution will be treated first as a tax-free return of capital
to the extent of a U.S. Holder's tax basis in the Common Shares and thereafter as gain from the sale or exchange of such Common
Shares. (See Sale or Other Taxable Disposition of Common Shares below.)
However, the Company may not maintain the calculations of earnings and profits
in accordance with U.S. federal income tax principles, and each U.S. Holder
should therefore assume that any distribution by the Company with respect to the
Common Shares will constitute ordinary dividend income. Dividends received on
Common Shares generally will not be eligible for the dividends received
deduction. Subject to applicable limitations and provided the Company is
eligible for the benefits of the Canada-U.S. Tax Convention or the Common Shares
are readily tradable on a U.S. securities market, dividends paid by the Company
to non-corporate U.S. Holders, including individuals, generally will be eligible
for the preferential tax rates applicable to long-term capital gains for
dividends, provided certain holding period and other conditions are satisfied,
including that the Company not be classified as a PFIC in the tax year of
distribution or in the preceding tax year. The dividend rules are complex, and
each U.S. Holder should consult its own tax advisors regarding the application
of such rules.

Sale or Other Taxable Disposition of Common Shares

Subject to the PFIC rules discussed below, upon the sale or
other taxable disposition of Common Shares, a U.S. Holder generally will
recognize capital gain or loss in an amount equal to the difference between the
amount of cash plus the fair market value of any property received and such U.S.
Holders tax basis in such Common Shares sold or otherwise disposed of. Subject
to the PFIC rules discussed below, gain or loss recognized on such sale or other
disposition generally will be long-term capital gain or loss if, at the time of
the sale or other disposition, the Common Shares have been held for more than
one year.

Preferential tax rates apply to long-term capital gain of a
U.S. Holder that is an individual, estate, or trust. There are currently no
preferential tax rates for long-term capital gain of a U.S. Holder that is a
corporation. Deductions for capital losses are subject to significant
limitations under the Code.

Passive Foreign Investment Company Rules

If the Company were to constitute a passive foreign investment
  company (PFIC) for any year during a U.S. Holders holding period,
  then certain potentially adverse rules would affect the U.S. federal income tax
  consequences to a U.S. Holder resulting from the acquisition, ownership and
  disposition of its Common Shares. The Company believes that it was not a PFIC
  for its tax year ended March 31, 2016. The determination of whether any
  corporation was, or will be, a PFIC for a tax year depends, in part, on the
  application of complex U.S. federal income tax rules, which are subject to
  differing interpretations. In addition, whether the Company will be a PFIC for
  any future tax year depends on the assets and income of the Company over the
  course of each such tax year, and, as a result, cannot be predicted with
  certainty as of the date of this document. There can be no assurance that the
  IRS will not challenge any determination made by the Company concerning its PFIC
  status. Each U.S. Holder should consult its own tax advisors regarding the PFIC
  status of the Company.

9

---

In any year in which the Company is classified as a PFIC, a
U.S. Holder will be required to file an annual report with the IRS containing
such information as Treasury Regulations and/or other IRS guidance may require.
In addition to penalties, a failure to satisfy such reporting requirements may
result in an extension of the time period during which the IRS can assess a tax.
U.S. Holders should consult their own tax advisors regarding the requirements of
filing such information returns under these rules, including the requirement to
file an IRS Form 8621 annually.

The Company generally will be a PFIC if, after the application
of certain look-through rules with respect to subsidiaries in which the
Company holds at least 25% of the value of such subsidiary, for a tax year, (a) 75% or more of the gross income of the Company for
such tax year is passive income (the income test) or (b) 50% or more of the
value of the Companys assets either produce passive income or are held for the
production of passive income (the asset test), based on the quarterly average
of the fair market value of such assets. Gross income generally includes all
sales revenues less the cost of goods sold, plus income from investments and
from incidental or outside operations or sources, and passive income generally
includes, for example, dividends, interest, certain rents and royalties, certain
gains from the sale of stock and securities, and certain gains from commodities
transactions. Royalties are generally treated as active income if such royalties
are derived from licensing property that the licensor has developed, created, or
produced, or has acquired and added substantial value to, but only so long as
the licensor is regularly engaged in the development, creation or production of,
or in the acquisition of and addition of substantial value to, property of such
kind.

If the Company were a PFIC in any tax year during which a U.S.
Holder held its Common Shares, such U.S. Holder generally would be subject to
special rules with respect to excess distributions made by the Company on the
Common Shares and with respect to gain from the disposition of Common Shares. An
excess distribution generally is defined as the excess of distributions with
respect to the Common Shares received by a U.S Holder in any tax year over 125%
of the average annual distributions such U.S. Holder has received from the
Company during the shorter of the three preceding tax years, or such U.S.
Holders holding period for the Common Shares. Generally, a U.S. Holder would be
required to allocate any excess distribution or gain from the disposition of the
Common Shares ratably over its holding period for the Common Shares. Such
amounts allocated to the year of the disposition or excess distribution would be
taxed as ordinary income, and amounts allocated to prior tax years would be
taxed as ordinary income at the highest tax rate in effect for each such year
and an interest charge at a rate applicable to underpayments of tax would apply.

While there are U.S. federal income tax elections that
sometimes can be made to mitigate these adverse tax consequences (including the
QEF Election under Section 1295 of the Code and the Mark-to-Market Election
under Section 1296 of the Code), such elections are available in limited
circumstances and must be made in a timely manner.

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U.S. Holders should be aware that, for each tax year, if any,
that the Company is a PFIC, the Company can provide no assurances that it will
satisfy the record keeping requirements or make available to U.S. Holders the
information such U.S. Holders require to make a QEF Election with respect to the
Company or any subsidiary that also is classified as a PFIC. U.S. Holders should
consult their own tax advisors regarding the potential application of the PFIC
rules to the ownership and disposition of Common Shares, and the availability of
certain U.S. tax elections under the PFIC rules.

Additional Considerations

Additional Tax on Passive Income

Individuals, estates and certain trusts whose income exceeds
certain thresholds will be required to pay a 3.8% Medicare surtax on net
investment income including, among other things, dividends and net gain from
disposition of property (other than property held in certain trades or
businesses). Special rules apply to PFICs. U.S. Holders should consult their own
tax advisors regarding the effect, if any, of this tax on their ownership and
disposition of Common Shares.

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign
currency, or on the sale, exchange or other taxable disposition of Common
Shares, generally will be equal to the U.S. dollar value of such foreign
currency based on the exchange rate applicable on the date of receipt
(regardless of whether such foreign currency is converted into U.S. dollars at
that time). A U.S. Holder will have a basis in the foreign currency equal to its
U.S. dollar value on the date of receipt. Any U.S. Holder who converts or
otherwise disposes of the foreign currency after the date of receipt may have a
foreign currency exchange gain or loss that would be treated as ordinary income
or loss, and generally will be U.S. source income or loss for foreign tax credit
purposes. Different rules apply to U.S. Holders who use the accrual method of
tax accounting. Each U.S. Holder should consult its own U.S. tax advisors
regarding the U.S. federal income tax consequences of receiving, owning, and
disposing of foreign currency.

Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. Holder that
pays (whether directly or through withholding) Canadian income tax with respect
to dividends paid on the Common Shares generally will be entitled, at the
election of such U.S. Holder, to receive either a deduction or a credit for such
Canadian income tax paid. Generally, a credit will reduce a U.S. Holders U.S.
federal income tax liability on a dollar-for-dollar basis, whereas a deduction
will reduce a U.S. Holders income subject to U.S. federal income tax. This
election is made on a year-by-year basis and applies to all foreign taxes paid
(whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including
the general limitation that the credit cannot exceed the proportionate share of
a U.S. Holders U.S. federal income tax liability that such U.S. Holders
foreign source taxable income bears to such U.S. Holders worldwide taxable
income. In applying this limitation, a U.S. Holders various items of income and
deduction must be classified, under complex rules, as either foreign source or
U.S. source. Generally, dividends paid by a foreign corporation should be
treated as foreign source for this purpose, and gains recognized on the sale of
stock of a foreign corporation by a U.S. Holder should be treated as U.S. source
for this purpose, except as otherwise provided in an applicable income tax
treaty, and if an election is properly made under the Code. However, the amount
of a distribution with respect to the Common Shares that is treated as a
dividend may be lower for U.S. federal income tax purposes than it is for
Canadian federal income tax purposes, resulting in a reduced foreign tax credit
allowance to a U.S. Holder. In addition, this limitation is calculated
separately with respect to specific categories of income. The foreign tax credit
rules are complex, and each U.S. Holder should consult its own U.S. tax advisors
regarding the foreign tax credit rules.

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Backup Withholding and Information Reporting

Under U.S. federal income tax law, certain categories of U.S.
Holders must file information returns with respect to their investment in, or
involvement in, a foreign corporation. For example, U.S. return disclosure
obligations (and related penalties) are imposed on individuals who are U.S.
Holders that hold certain specified foreign financial assets in excess of
certain threshold amounts. The definition of specified foreign financial assets
includes not only financial accounts maintained in foreign financial
institutions, but also, unless held in accounts maintained by a financial
institution, any stock or security issued by a non-U.S. person, any financial
instrument or contract held for investment that has an issuer or counterparty
other than a U.S. person and any interest in a foreign entity. U.S. Holders may
be subject to these reporting requirements unless their Common Shares are held
in an account at certain financial institutions. Penalties for failure to file
certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the
requirements of filing information returns including the requirement to file an
IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S.
middleman, of dividends on, and proceeds arising from the sale or other taxable
disposition of, Common Shares will generally be subject to information reporting
and backup withholding tax, at the rate of 28%, if a U.S. Holder (a) fails to
furnish such U.S. Holders correct U.S. taxpayer identification number
(generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer
identification number, (c) is notified by the IRS that such U.S. Holder has
previously failed to properly report items subject to backup withholding tax, or
(d) fails to certify, under penalty of perjury, that such U.S. Holder has
furnished its correct U.S. taxpayer identification number and that the IRS has
not notified such U.S. Holder that it is subject to backup withholding tax.
However, certain exempt persons generally are excluded from these information
reporting and backup withholding rules. Any amounts withheld under the U.S.
backup withholding tax rules generally will be allowed as a credit against a
U.S. Holders U.S. federal income tax liability, if any, or will be refunded, if
such U.S. Holder furnishes required information to the IRS in a timely
manner.

The discussion of reporting requirements set forth above is not
intended to constitute a complete description of all reporting requirements that
may apply to a U.S. Holder. A failure to satisfy certain reporting requirements
may result in an extension of the time period during which the IRS can assess a
tax, and under certain circumstances, such an extension may apply to assessments
of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder
should consult its own tax advisors regarding the information reporting and
backup withholding rules.

Item 11

The Company is exposed to various market risks including credit
  risk, interest rate risk, liquidity risk and currency risk. Market risk is the
  potential loss arising from adverse changes in market prices and rates. The
  Companys financial instruments are its cash and cash equivalents, short-term
  investments, amounts receivable, accounts payable and accrued liabilities, as
  well as the derivative asset and liability related to the Standby Commitment
  agreement. Burcon has not entered into derivative or other financial instruments
  for trading or speculative purposes.

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Credit risk

The financial instruments that expose the Company to a
concentration of credit risk are cash and cash equivalents, short-term
investments and amounts receivable. The Companys cash and cash equivalents may
comprise interest-bearing savings instruments with Canadian chartered banks.
Short-term investments comprise interest-bearing instruments 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 are held at two Canadian chartered
banks to maximize interest and to diversify risk. For the year ended March 31,
2016, the weighted average interest rate earned on the Companys cash and cash
equivalents was 0.89% per annum (2015 1.22% per annum; 2014  1.17% per annum)
and the weighted average interest rate earned on short-term investments was
0.30% per annum (2015  0.3% per annum; 2014  1.45% per annum). The impact of
a 1% strengthening or weakening of interest rate on the Companys cash and cash
equivalents at March 31, 2016 is estimated to be a $25,000 increase or decrease
in interest income per year.

Liquidity risk

The Company manages liquidity risk through the management of
its capital structure. 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 as at March 31, 2016 was $701,748, all of which is due
within the next 12 months. Conditions do exist, as described in the Liquidity
and Financial Position section above and in the consolidated financial
statements that cast substantial doubt over the Companys ability to continue as
a going concern.

Fair value

The fair value of the derivative asset and liability was a
level 3 fair value and was estimated based on the amount by which the Company
could have settled its obligation under the 2015 Standby Commitment agreement in
cash.

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 nature of those assets and
liabilities, respectively.

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Currency risk

The Company has not hedged its exposure to currency
fluctuations. As at March 31, 2016 and 2015, the Company is exposed to currency
risk through the following assets and liabilities denominated in U.S. dollars

|                                                     |   | March 31, 2016 |   |   | March 31, 2015 |  
|---------------------------------------------------- | - | -------------- | - | - | -------------- | -
|U.S. Dollars                                         |   |                |   |   |                |  
|Cash and cash equivalents and short-term investments | $ | 1,378,118      |   | $ | 1,594,569      |  
|Amounts receivable                                   |   | 7,050          |   |   | 1,671          |  
|Accounts payable and accrued liabilities             |   | (14,352        | ) |   | (8,221         | )
|Net exposure                                         | $ | 1,370,816      |   | $ | 1,588,019      |  
|                                                     |   |                |   |   |                |  
|Canadian dollar equivalent                           | $ | 1,780,279      |   | $ | 2,011,384      |  

Based on the above net exposure at March 31, 2016, a 10%
appreciation or depreciation of the U.S. dollar against the Canadian dollar
would have resulted in an increase/decrease of approximately $178,000 (2015 -
$201,000) in the Companys loss from operations.

Part II

Item 16G

Corporate Governance

NASDAQ STATEMENT OF CORPORATE GOVERNANCE DIFFERENCES

As a foreign private issuer under
the Exchange Act, the Company is permitted under Nasdaq Marketplace Rule
5615(a)(3) to follow its home country practice in lieu of certain Nasdaq
corporate governance standards. In order to claim such exemption, the Company
must disclose the Nasdaq corporate governance standards that it does not follow
and describe the home country practice that it follows in lieu of such
standards. Except as set forth below, the Company is in compliance with Nasdaq
corporate governance standards:

Nasdaq Marketplace Rule 5620(c)
provides that the minimum quorum requirement for a meeting of shareholders is 33
1/3 % of the outstanding common shares. In addition, Rule 5620(c) requires that
an issuer listed on Nasdaq state its quorum requirement in its bylaws. The
Company follows applicable Canadian laws with respect to quorum requirements.
The Companys quorum requirement is set forth in its by-laws, which provide that
a quorum for the transaction of business at any meeting of shareholders is two
persons present in person or by proxy representing 5% of the outstanding common
shares entitled to vote at the meeting.

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