---

MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

(All amounts following are expressed in Canadian dollars unless
otherwise indicated.)

This Managements Discussion and Analysis (MD&A) has been
prepared as at June 27, 2016 to provide a meaningful understanding of Burcon
NutraScience Corporations (Burcon or the Company) operations, performance,
and financial condition for the year ended March 31, 2016. The following
information should be read in conjunction with the Companys audited
consolidated financial statements and related notes, which have been 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). Additional information relating to Burcon, including the Companys Annual Information Form (AIF), is available on
SEDAR at www.sedar.com or the Edgar website at www.sec.gov/edgar.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain "forward-looking statements" and
"forward-looking information" as defined under applicable Canadian and U.S.
securities laws (collectively, "forward-looking statements") which may
include, but are not limited to, statements with respect to possible events,
conditions, acquisitions, or results of operations that are based on assumptions
about future conditions and courses of action and include future oriented
financial information with respect to prospective results of operations,
financial position or cash flows that is presented either as a forecast or a
projection, and also include, but are not limited to, statements with respect to
the future financial and operating performance of the Company. All statements,
other than statements of historical fact, are forward-looking statements. When
used in this MD&A the words "estimate", budget, "project", "believe",
"anticipate", "intend", "expect", "plan", projects, "predict", "may",
"should", "will", or the negatives of these words or other variations thereof
and comparable terminology or statements that certain actions, events or results
may, could, would, might or will be taken, occur or be achieved are
intended to identify forward-looking statements. The forward-looking statements
pertain to, among other things:

| |  | continued development of the Company's products and
      business;                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                   
| |  | the Company's growth strategy;                                                                                                                    
| |   |                                                                                                                                                   
| |  | production costs and pricing of CLARISOYsoy
      protein, Peazazz®pea protein, Puratein®,
      Supertein®and Nutratein®canola protein isolates;
| |   |                                                                                                                                                   
| |  | marketing strategies for the Company's soy, pea and
      canola proteins;                                                                        
| |   |                                                                                                                                                   
| |  | development of commercial applications for soy, pea and canola protein
      proteins;                                                            
| |   |                                                                                                                                                   
| |  | ability to produce proteins and protein isolates in
      commercial quantities with sufficient grade and quality at cost-effective
      prices; 
| |   |                                                                                                                                                   
| |  | construction, commissioning and operation of production
      facilities;                                                                         

---

MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

| |  | future protection of intellectual property and
      improvements to existing processes and products;
| | - | -----------------------------------------------------------------------------------------------------
| |   |                                                                                                      
| |  | regulatory approvals;                                                                                
| |   |                                                                                                      
| |  | input and other costs; and                                                                           
| |   |                                                                                                      
| |  | liquidity and working capital.                                                                       

The forward-looking statements are based on a number of key
expectations and assumptions made by management of the Company, including, but
not limited to:

| |  | the Company's ability to obtain required regulatory
      approvals;                                                                          
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                               
| |  | the Company's or its licensing partner's ability to
      generate new sales;                                                                 
| |   |                                                                                                                                               
| |  | the Company's or its licensing partner's ability to
      produce, deliver and sell the expected product volumes at the expected
      prices;
| |   |                                                                                                                                               
| |  | the Company's ability to control costs;                                                                                                       
| |   |                                                                                                                                               
| |  | the Company's ability to obtain and maintain intellectual
      property rights and trade secret protection;                                  
| |   |                                                                                                                                               
| |  | market acceptance and demand for the Company's products;                                                                                      
| |   |                                                                                                                                               
| |  | the successful execution of the Company's business plan;                                                                                      
| |   |                                                                                                                                               
| |  | achievement of current timetables for product development
      programs and sales;                                                           
| |   |                                                                                                                                               
| |  | the availability and cost of labour and supplies;                                                                                             
| |   |                                                                                                                                               
| |  | the availability of additional capital; and                                                                                                   
| |   |                                                                                                                                               
| |  | general economic and financial market conditions.                                                                                             

Although the Company believes that the expectations and
assumptions on which the forward-looking statements are based are reasonable,
undue reliance should not be placed on such forward-looking statements. The
forward-looking statements reflect the Company's current views with respect to future events based on currently
available information and are inherently subject to risks and uncertainties.
Many factors, both known and unknown, could cause actual results, performance or
achievements to be materially different from the results, performance or
achievements that are or may be expressed or implied by such forward-looking
statements contained in this MD&A, including, but not limited to:

2

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

| |  | the condition of the global economy;                                                                                                                                                        
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                             
| |  | market acceptance of the Company's products;                                                                                                                                                
| |   |                                                                                                                                                                                             
| |  | changes in product pricing;                                                                                                                                                                 
| |   |                                                                                                                                                                                             
| |  | changes in the Company's customers' requirements, the
      competitive environment and related market conditions;                                                                          
| |   |                                                                                                                                                                                             
| |  | delays in the construction, commissioning and operation
      of production facilities;                                                                                                     
| |   |                                                                                                                                                                                             
| |  | product development delays;                                                                                                                                                                 
| |   |                                                                                                                                                                                             
| |  | changes in the availability or price of labour and
      supplies;                                                                                                                          
| |   |                                                                                                                                                                                             
| |  | the Company's ability to attract and retain business
      partners, suppliers, employees and customers;                                                                                    
| |   |                                                                                                                                                                                             
| |  | changing food or feed ingredient industry regulations;                                                                                                                                      
| |   |                                                                                                                                                                                             
| |  | the regulatory regime;                                                                                                                                                                      
| |   |                                                                                                                                                                                             
| |  | the Company's access to funding and its ability to
      provide the capital required for product development, operations and
      marketing efforts, and working capital requirements; and
| |   |                                                                                                                                                                                             
| |  | the Company's ability to protect its intellectual
      property.                                                                                                                           

Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, believed, estimated or expected. The Company
cautions readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. Although the Company has
attempted to identify important factors that could cause actual results to
differ materially from forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated, described or intended.
The Company disclaims any obligation subsequently to revise any forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect changes in assumptions or the occurrence of anticipated or
unanticipated events, except as required by law.

The Company qualifies all the forward-looking statements
contained in this MD&A by the foregoing cautionary statements.

3

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

OVERVIEW OF THE COMPANY AND ITS BUSINESS

Since 1999, Burcon has developed a portfolio of composition,
application, and process patents originating from our core protein extraction
and purification technology. Our patented processes utilize inexpensive oilseed
meals and other plant-based sources for the production of purified plant
proteins that exhibit certain nutritional, functional and nutraceutical
profiles. Our products include CLARISOY, a soy protein that offers
clarity and complete nutrition for low pH systems; Peazazz® pea
protein that is uniquely soluble with clean flavour characteristics; and
Puratein®, Supertein® and Nutratein®, three
canola protein isolates with unique functional and nutritional attributes. Our
products are targeted at the multi-billion-dollar protein ingredient market and
are particularly suited to health and wellness applications. Our
environmentally-friendly and sustainable technologies have been developed at our
own research facility led by our team of highly specialized scientists and
engineers. Our patent portfolio currently consists of  200 issued patents
worldwide, including  61 issued U.S. patents, and in excess of  380 additional
patent applications,  57 of which are U.S. patent applications.

CONVERTIBLE NOTE

On May 12, 2016, the Company issued a convertible note (the
Note) to a wholly-owned subsidiary of ITC Corporation Limited (ITC or the
Lender), a company that has significant influence over Burcon, for the
principal amount of $2.0 million (the Principal Amount) with net proceeds of
approximately $1.93 million. The Note has a term of three years (the Maturity
Date) and bears interest at 8% per annum. The Lender may convert the Principal
Amount in whole or in part at $4.01 per common share at any time commencing on
or after July 1, 2016 and up to and including the Maturity Date.

Burcon has the right, before the Maturity Date, with notice as
set out in the Note, to prepay in cash all or any portion of the Principal
Amount by paying to the Lender an amount equal to the Principal Amount to be
prepaid multiplied by 110%. Subject to the consent of the Lender, Burcon may pay
any interest that is due and payable under the Note through the issuance of the
common shares at a conversion price equal to the market price as defined in the
Note. Financing costs related to this Note incurred up to March 31, 2016 have
been recorded as deferred financing costs.

2015 RIGHTS OFFERING

On April 30, 2015, the Company completed a rights offering (the
2015 Rights Offering) for 1,552,044 common shares at $2.26 per common share
for gross proceeds of $3,507,620, with net proceeds of approximately $3.35
million. Burcon issued to each shareholder as of April 2, 2015 (the 2015 Record
Date) in certain provinces in Canada and in the United States, one transferable
right (the 2015 Rights) for each common share held by such shareholder. Every twenty-two 2015 Rights entitled the holder thereof to purchase
one common share in the Company for $2.26 per common share.

4

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

Subject to certain conditions, three corporate shareholders
(the 2015 Guarantors), including ITC, 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
2015 Rights Offering. As the 2015 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 (the 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 are exercisable up to April 30,
2017. In accordance with the policies of the Toronto Stock Exchange (TSX), the
issuance of the 2015 Standby Warrants to the 2015 Guarantors was subject to
shareholder approval. Burcons shareholders approved the issuance at the annual
general meeting (the AGM) held on September 3, 2015. Burcon estimated the fair
value of these warrants to be $279,817 using the Black-Scholes option pricing
model and recorded the warrants, net of the derivative liability already
recorded, as financing expense in the second quarter of fiscal 2016.

PRIVATE PLACEMENT

On January 22, 2015, Burcon completed a private placement of
660,000 common shares (Placement) at a price of US$2.50 per share for gross
proceeds of US$1.65 million, or approximately C$2.04 million (based on the Bank
of Canada US-CAD noon exchange rate of 1.23716 on January 22, 2015). The common
shares sold in the Placement were subject to a four-month hold period that
expired May 23, 2015.

2014 RIGHTS OFFERING

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 of $5,245,978, with net proceeds of approximately $5.0
million (the 2014 Rights Offering). Burcon issued to each shareholder as of
February 19, 2014 (the 2014 Record Date) in certain provinces in Canada and in
the United States, one transferable right (the 2014 Rights) for each common
share held by such shareholder. Every seventeen 2014 Rights entitled the holder
thereof to purchase one common share in the Company for $2.82 per common
share.

Subject to certain conditions, three corporate shareholders
(the 2014 Guarantors), including ITC, each agreed to provide a standby
guarantee (the 2014 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 being issued under the 2014
Rights Offering. As the 2014 Rights Offering was over-subscribed, the 2014
Guarantors were not required to fulfill their respective obligations under the
2014 Standby Commitment. As consideration for the 2014 Standby Commitment, the
Guarantors received share purchase warrants entitling the 2014 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 (the 2014 Standby Warrants). In accordance
with the policies of the TSX, the issuance of the 2014 Standby Warrants to the
2014 Guarantors was subject to shareholder approval. Burcons shareholders
approved the issuance at the AGM held on September 10, 2014. Burcon estimated
the fair value of these warrants to be $357,945 using the Black-Scholes option
pricing model and recorded the warrants as financing expense when the warrants
were issued.

5

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

Pursuant to the terms of the warrant certificates issued to the
2014 Guarantors of the 2014 Rights Offering, the exercise price and number of
shares purchasable must be adjusted upon the occurrence of certain events,
including future rights offerings by the Company. Upon completion of the 2015
Rights Offering, the warrants from the 2014 Rights Offering were adjusted
effectively immediately after the 2015 Record Date. The original number of
warrants issued to acquire up to 232,534 common shares was adjusted to 235,880
and the original exercise price of $2.82 per share was adjusted to $2.78 per
share. The Company recorded $7,118 during the year for this adjustment. In March
2016, ITC exercised its warrants to acquire 120,629 common shares and the
balance of the warrants to acquire 115,251 common shares expired unexercised on
April 2, 2016.

The net proceeds from the rights offerings, private placement
and convertible note have been used and will continue to be used by Burcon for
continued research and development of its pea and soy protein extraction and
purification technologies and pursue new related products; negotiating terms and
securing a strategic alliance for the commercialization of Burcons pea protein
extraction and purification technology; fund activities associated with Burcons
obligations under the License and Production Agreement (the Soy Agreement)
with Archer Daniels Midland Company (ADM), for the commercialization of
Burcons CLARISOY soy protein, filing new patent applications; maintaining,
strengthening and expanding Burcons intellectual property portfolio; continued
research and development of Burcons other protein extraction and purification
technologies; and general and administrative expenses.

OPERATIONAL HIGHLIGHTS

Peazazz®

Peazazz® pea protein is 100% soluble, transparent
and heat stable in low pH solutions. Derived from field peas,
Peazazz®s uniquely clean flavor characteristics, exceptional
solubility and nutritional value make it ideal for use in a variety of food,
beverage and nutritional products.

Ideal applications for Peazazz® include sports
nutrition beverages, citrus-based drinks, fruit-flavored beverages, fruit juice
blends, fortified waters, dairy alternative products, and powdered beverage
mixes. Peazazz® can also fortify snacks, cereals, and diet products,
as well as gluten-free, vegetarian, and vegan food products.

Compared to other plant-based proteins, pea proteins are also
hypoallergenic and more environmentally sustainable. Pea plants have a unique
ability to draw in nitrogen from the atmosphere and store it in their roots. This allows producers
to use less fertilizer when replenishing the soil, making pea a desired and
truly sustainable crop.

During the past year, the Winnipeg Technical Centre (WTC)
focused on optimizing alternate and improved processes to produce
Peazazz® pea protein, including testing various processing equipment.
Our laboratory conducted testing and sensory evaluation on products produced
from these new processes. Burcon also continued its discussions with a select
group of potential partners with respect to commercializing of
Peazazz® and provided significant quantities of samples to these
partners. Burcon is considering various options, including building full-scale
production facilities through a variety of partnership structures. As at the
date of this MD&A, discussions are still on-going with these parties.

6

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

CLARISOY

On March 31, 2011, Burcon signed a 20-year  license and production agreement (the Soy
Agreement) with Archer Daniels Midland Company (ADM) to license its
CLARISOY technology (the License) to ADM on an exclusive basis to
produce, market and sell CLARISOY soy protein (the Soy Products)
worldwide. ADM has constructed a commercial-scale production facility (the
Semi-works Production Facility) to manufacture the Soy Products. In March
2014, ADM provided written notice to Burcon that it intends to expand the
commercial production of CLARISOY soy protein. ADMs intention to
expand commercial production capacity of CLARISOY ensures that its
production capacity meets the required obligations under the Soy Agreement to
retain its exclusive license for CLARISOY. If ADM does not fulfill
certain obligations under the Soy Agreement, Burcon will have the option to
convert the exclusive license to a non-exclusive license. Burcon expects ADMs
full-scale commercial CLARISOYproduction facility to be operational
by mid-2016.

Since March 4, 2011, Burcon has filed additional patent applications to seek important commercial protection for the production and use of CLARISOYTM. ADM has elected to include these applications to the license and, if granted, could lengthen the royalty term under the Soy Agreement to at least the year 2035.

CLARISOY 100 is a transparent, isolated soy
protein and enables 100 percent soluble protein fortification in beverage
applications with a pH below 4.0. CLARISOY 150 is specially
processed for use in beverage systems with a pH of less than 4.0 with cloud
systems or beverages neutralized to a pH of 7.0 or higher. Due to its clean
flavor and high solubility in higher pH ranges, CLARISOY 150
allows for greater use of soy protein in mildly flavored neutral beverages such
as meal replacement and weight management products. The new product enables
beverage manufacturers to formulate up to 10 grams of protein per serving.

After ADMs acquisition of WILD Flavors GmbH in 2014, it formed
a new business unit, WILD Flavors and Specialty Ingredients, which includes
ADMs own specialty ingredients food and wellness division. The
CLARISOY portfolio is being produced, marketed and sold by this new
business unit. Their marketing activities are supported by CLARISOY
samples produced at ADMs semi-works plant for market-building activities, and
for product development by ADMs global customer base.

ADM once again featured CLARISOY at the 2015
Institute of Food Technologists (IFT) Food Expo in Chicago, IL, demonstrating
three products containing variations of CLARISOY: 
Caramel Coconut Cold Brew Coffee  a dairy-free ice-blended coffee containing 5g
of soy protein and 5g of fiber; Iced Cinnamon Roll Protein Smoothie  a smoothie
drink containing 17g of protein, where CLARISOYwas the primary protein source, and 5g of fiber; and a Vegan Rich Vanilla
Soft Serve  a lactose-free ice-cream containing 4g of protein where CLARISOY
was the sole protein source. These products showcased CLARISOY as a
dairy protein alternative that is a plant-based protein with a clean flavor
profile.

7

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

ADM launched a new CLARISOY variant, CLARISOY 170, at the 2014
IFT Food Expo in New Orleans. CLARISOY 170 is formulated to be ideal as a dairy
protein replacement which could include neutral beverage applications with a pH
of 7.0 or higher. In addition to CLARISOY 170, ADM was advertising numerous
CLARISOY products at the IFT Food Expo, including CLARISOY 100, CLARISOY 110,
CLARISOY 120, CLARISOY 150 and CLARISOY 180.

During the year, the WTC carried out work as requested by ADM
to gather information in support of the Semi-works Production Facility.

Burcon has not received any significant royalty revenues from
ADMs sales of CLARISOY. During the year ended March 31, 2016,
Burcon recorded royalty revenues of $106,390 (2015 - $105,387; 2014 - $94,724)
comprised primarily of initial license fee payments recognized as royalty
revenue. While Burcon expects ADMs full-scale commercial
CLARISOYproduction facility to be operational by
mid-2016, the amount of sales and royalties cannot be ascertained at this time.

Patenting work continued to further strengthen the
CLARISOY patent portfolio.

Other

Limited research work continued on protein extraction from
various plant sources to explore potential new commercial and patenting
opportunities.

INTELLECTUAL PROPERTY

Burcons patent strategy is to aggressively seek protection for
new technologies as well as further protecting current technologies. Over the
years, Burcon has filed patent applications in various countries over its
inventions. Burcons patent applications can be grouped into three categories:

| | Applications to protect additional novel protein
      extraction and purification technologies;                                                                           
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Applications to protect the uses of Puratein®,
      Supertein®, Nutratein®, CLARISOYand
      Peazazz®for example, as functional food and beverage
      ingredients; and
| | Applications to protect the signature characteristics
      of Puratein®, Supertein®, Nutratein®,
      CLARISOYand Peazazz®and other plant proteins.                   

During the year ended March 31, 2016, Burcon received four U.S.
patent grants, and continued the maintenance and prosecution of its patent
applications.

Burcon currently holds  61 U.S. issued patents over its
canola, soy and flax protein processing technologies and canola protein isolate
applications, as well as patents covering composition of matter. In addition, Burcon has a further  57 patent applications currently filed with the U.S.
Patent and Trademark Office.

8

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

Burcon has also filed applications for most of its inventions
internationally under the Patent Cooperation Treaty of the World Intellectual
Property Organization. Together with patents issued in other countries, Burcon
now holds a total of  200 issued patents covering inventions that include the 61 granted U.S. patents. Currently, Burcon has over  380 additional patent
applications that are being reviewed by the respective patent offices in various
countries.

SUMMARY OF OPERATING RESULTSYears ended March 31
(in thousands of dollars, except share and per-share amounts)

|                                                       |  | 2016   |   |  | 2015   |   |  | 2014   |   |  | 2013   |   |  | 2012   |  
|------------------------------------------------------ |  | ------ | - |  | ------ | - |  | ------ | - |  | ------ | - |  | ------ | -
|                                                       |  |        |   |  |        |   |  |        |   |  |        |   |  |        |  
|Royalty income                                         |  | 106    |   |  | 105    |   |  | 95     |   |  | 30     |   |  | -      |  
|General and administrative expenses                    |  | 4,238  |   |  | 4,459  |   |  | 3,954  |   |  | 3,559  |   |  | 5,061  |  
|Research and development
      expenses                |  | 2,653  |   |  | 2,536  |   |  | 2,394  |   |  | 2,103  |   |  | 1,040  |  
|Loss from operations                                   |  | (6,785 | ) |  | (6,889 | ) |  | (6,253 | ) |  | (5,631 | ) |  | (6,102 | )
|Basic and diluted loss from
      operations per share |  | (0.19  | ) |  | (0.21  | ) |  | (0.20  | ) |  | (0.18  | ) |  | (0.20  | )
|Interest, other income and foreign exchange
      gain |  | 215    |   |  | 310    |   |  | 291    |   |  | 86     |   |  | 139    |  
|Loss for the year                                      |  | (6,570 | ) |  | (6,579 | ) |  | (5,962 | ) |  | (5,546 | ) |  | (5,962 | )
|Basic and diluted loss per share                       |  | (0.18  | ) |  | (0.20  | ) |  | (0.19  | ) |  | (0.18  | ) |  | (0.20  | )
|Total assets                                           |  | 4,853  |   |  | 6,700  |   |  | 5,123  |   |  | 10,514 |   |  | 10,526 |  
|Net assets                                             |  | 4,112  |   |  | 5,792  |   |  | 4,323  |   |  | 9,746  |   |  | 9,387  |  
|Common shares outstanding
      (thousands)            |  | 35,833 |   |  | 34,145 |   |  | 31,625 |   |  | 31,625 |   |  | 29,993 |  
|                                                       |  |        |   |  |        |   |  |        |   |  |        |   |  |        |  

RESULTS OF OPERATIONS

As at March 31, 2016, Burcon has not yet generated any
significant revenues from its technology. For the year ended March 31, 2016, the
Company recorded a loss of $6,569,776 ($0.18 per share), as compared to
$6,579,424 ($0.20 per share) in fiscal 2015 and $5,961,545 ($0.19 per share) in
fiscal 2014. Included in the loss amount are $914,302 (2015 - $731,448; 2014 -
$538,640) of stock-based compensation (non-cash) costs, financing expense of
$286,935 (2015 - $357,945; 2014 - $nil), unrealized foreign exchange gain of
$44,237 (2015 - $118,642; 2014 - $nil), amortization of deferred revenue of
$93,833 (2015 - $93,833; 2014 - $93,833), amortization of deferred development
costs of $533,624 (2015 - $533,625; 2014 - $533,625), amortization of property
and equipment of $126,348 (2015 - $150,329; 2014 - $150,570) and loss on
disposal of property and equipment of $863 (2015, 2014 - $nil).

9

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

The following provides a comparative analysis of significant
changes in major expenditures items.

General and administrative (G&A) expenses(in
thousands of dollars)

|                                       |  | Year ended March 31 | 
|-------------------------------------- |  | ------------------- | 
|                                       |  | 2016                | 
|Professional fees                      |  | 1,777               | 
|Salaries and benefits                  |  | 1,611               | 
|Financing expense                      |  | 300                 | 
|Office supplies and services           |  | 183                 | 
|Investor relations                     |  | 149                 | 
|Other                                  |  | 125                 | 
|Travel and meals                       |  | 75                  | 
|Management fees                        |  | 15                  | 
|Amortization of property and equipment |  | 3                   | 
|                                       |  | 4,238               | 

Professional fees(in thousands of dollars)

|                                           |  | Year ended March 31 | 
|------------------------------------------ |  | ------------------- | 
|                                           |  | 2016                | 
|Regulatory and intellectual
      property |  | 1,603               | 
|Legal, audit and consulting                |  | 174                 | 
|                                           |  | 1,777               | 

Patent legal fees and expenses comprise the majority of
regulatory and intellectual property costs and account for a significant portion
of Burcons professional fees. Burcons patent strategy is to aggressively seek
protection for new technologies as well as further protecting current
technologies. Patent costs decreased by about $230,000 as compared to last year,
and $115,000 to fiscal 2014. The decrease is due to three patents entering
national phase this year, as compared to seven last year, and five during fiscal
2014. Patent applications that enter national phase incur significant filing
fees and disbursements in various countries. This was offset by increases in
maintenance payments mostly for the soy portfolio and higher European
registration fees this year as there were 5 patent applications that were
granted in Europe this year, as compared to 3 last year, and none during fiscal
2014.

From inception, Burcon has expended approximately $13.9 million
on patent legal fees and disbursements to strengthen its patent portfolio in
various countries of the world and file patent applications for new inventions.

10

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

Consulting fees decreased due mainly to financial advisory
services provided last year.

Salaries and benefits

Included in salaries and benefits is stock-based compensation
expense of approximately $610,000 (2015 $486,000; 2014 - $377,000). The higher
expense is due to options granted this year and to options granted to a new
director that had vested immediately.

The cash portion of salaries and benefits increased by about
$98,000 as compared to last year and about $93,000 to fiscal 2014, due mainly to
the hiring of an administrative employee, salary increases and to higher
directors fees for more meetings held this year.

Investor relations

Investor relations expenses decreased by $73,000 and $190,000
over fiscal 2015 and fiscal 2014, respectively. Burcon incurred higher U.S. and
European investor relations consultants fees during fiscal 2015 and 2014, as
well as travel and fees related to a European roadshow during fiscal 2014.

Financing expense

As the 2015 Guarantors of the 2015 Rights Offering were not
required to fulfill their obligations under the 2015 Standby Commitment, the
change in the fair value of the derivative asset of $70,152 was recorded as
financing expense after the closing of the 2015 Rights Offering. The 2015
Standby Warrants were also approved at the annual general meeting held in
September 2015. Burcon estimated the fair value of the warrants to be $279,817
and has recorded the amount by which the fair value of the warrants exceeded the
value of the derivative liability as financing expense.

In addition, $7,118 was recorded as financing expense for the
adjustment to the exercise price and the number of warrants issued to the
guarantors of the 2014 Rights Offering pursuant to the terms of the warrant
certificates, as a result of the 2015 Rights Offering. The original estimated
fair value of the 2014 Standby Warrants of $357,945 was recorded as financing
expense after they were approved at the annual general meeting held in September
2014.

11

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

Research and development expenses

Components of research and development (R&D) expenditures
are as follows: (in thousands of dollars)

|                                           |  | Year ended March 31 | 
|------------------------------------------ |  | ------------------- | 
|                                           |  | 2016                | 
|Salaries and benefits                      |  | 1,434               | 
|Amortization of deferred development costs |  | 534                 | 
|Laboratory operation                       |  | 378                 | 
|Amortization of property and equipment     |  | 124                 | 
|Rent                                       |  | 91                  | 
|Analyses and testing                       |  | 73                  | 
|Travel and meals                           |  | 20                  | 
|                                           |  | 2,654               | 

A significant portion of R&D expenses is comprised of
salaries and benefits. Included in salaries and benefits is stock-based
compensation expense of about $304,000 (2015 - $246,000; 2014 - $146,000). There
was a decrease of about $10,000 and an increase of $41,000 in the cash portion
of salaries and benefits as compared to last year and fiscal 2014, respectively,
due to two employees being on leave this year and also during fiscal 2014.

Laboratory operation expenses increased by about $70,000 and
$77,000 as compared to last year and fiscal 2014, respectively. Major equipment
repairs undertaken contributed to the increase, as well as higher activity
levels from the production of samples for potential partners for
Peazazz® contributed to higher laboratory operation and lab supplies
expenses.

LIQUIDITY AND FINANCIAL POSITION

Conditions do exist, as described in the Consolidated Financial
Statements that cast substantial doubt over the Companys ability to continue as
a going concern. As at March 31, 2016, the Company had not earned significant
revenues from its technology, had an accumulated deficit of $77.6 million (2015
- $71.0 million). During the year ended March 31, 2016, the Company incurred a
loss of $6.6 million (2015 - $6.6 million; 2014 - $6.0 million) and has negative
cash flow from operations of $4.9 million (2015 - $4.8 million; 2014 - $5.0
million). The Company has 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,
2016, the Company had cash and cash equivalents of $2.5 million. In May 2016,
the Company completed a convertible note financing for $2.0 million. Together
with the proceeds from the convertible note, management estimates these funds
are sufficient to fund its operations through January 2017. The estimated date
excludes proceeds from outstanding convertible securities and royalty revenues
that may be derived from a CLARISOY full-scale commercial facility.
Burcon will require additional capital to meet its business objectives, although
there is no assurance that additional financing will be available on acceptable
terms, if at all.

12

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

During the year ended March 31, 2016, Burcon recorded royalty
revenues of approximately $106,000 mostly from the recognition of previously
deferred initial license fees received. 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. As noted above, ADM provided written notice to Burcon
that it intends to increase its annual production capacity beyond the capacity
of the semi-works production facility and Burcon expects ADMs first full
commercial-scale CLARISOY production facility to be operational by
mid-2016. However, the amount of royalty revenues that may be derived from the
full-scale commercial facility cannot be ascertained at this time.

The net cash used in operations during the year ended March 31,
2016, was approximately $4,884,000, as compared to $4,820,000 last year. The
increase of $64,000 is mainly attributed to a net increase in G&A and
R&D salaries and travel and meal expenses of $89,000 and $26,000,
respectively, increases in lab operation expenses of $70,000, lab testing of
$8,000, office and other expenses of $23,000 and decreases in interest and other
income of $38,000. These were offset by decreases in patent expenses of
$230,000, investor relations expenses of $73,000, consulting, legal and audit
expenses of $49,000, financing expenses of $42,000, management fees of $14,000
and realized foreign exchange gain of $18,000. The decrease in cash flows from
the movement in non-cash working capital items is due mostly to timing and
amount of patent legal fees and expenses in accounts payable balance as at March
31, 2016, 2015 and 2014.

At March 31, 2016, Burcons working capital was approximately
$2.1 million (March 31, 2015 - $3.3 million). As at March 31, 2016, Burcon was
not committed to significant capital expenditures, but was committed to about
$104,000 of capital expenditures subsequent to the year-end. Burcon may incur up
to $250,000 in additional capital expenditures if modifications or further
upgrades are required to the Peazazz® semi-works production facility
and $1.75 million in patent legal fees and disbursements for fiscal 2017.

FINANCIAL INSTRUMENTS

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.

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.

13

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

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.

Currency risk

Certain amounts of the Companys cash and cash equivalents and
all of the short-term investments are denominated in US dollars. Therefore, the
Company is exposed to risk of fluctuations in asset values and earnings arising
from changes in the exchange rate between the Canadian dollar and the U.S.
dollar.

14

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

OUTSTANDING SHARE DATA

As at March 31, 2016 and the date of this MD&A, Burcon had
35,832,750 common shares outstanding, 2,975,579 stock options that are
convertible to an equal number of shares at a weighted average exercise price of
$5.08 per share. As at March 31, 2016, Burcon had 503,262 share purchase
warrants that are convertible to an equal number of common shares at a weighted
average exercise price of $2.38 per share. As at the date of this MD&A,
Burcon had 388,011 share purchase warrants that are convertible to an equal
number of common shares at an exercise price of $2.26 per share.

QUARTERLY FINANCIAL DATA(Derived from unaudited
interim financial statements. All figures in thousands of dollars, except
per-share amounts)

|                                                           |  | Three months ended |  
|---------------------------------------------------------- |  | ------------------ | -
|                                                           |  | March 31,          |  
|                                                           |  | 2016               |  
|Royalty, foreign exchange,
      interest and other income |  | 35                 |  
|Loss for the period                                        |  | (1,610             | )
|Basic and diliuted loss per share                          |  | (0.04              | )

|                                                           |  | Three months ended |  
|---------------------------------------------------------- |  | ------------------ | -
|                                                           |  | March 31,          |  
|                                                           |  | 2015               |  
|Royalty, foreign exchange,
      interest and other income |  | 274                |  
|Loss for the period                                        |  | (1,538             | )
|Basic and diliuted loss per share                          |  | (0.05              | )

Included in the first, second, third and fourth quarters of
this year are $158,000, $169,000, $389,000 and $198,000 of stock-based
compensation expense, respectively. Included in the loss in quarters one to four
fiscal 2015 are about $101,000, $108,000, $374,000 and $148,000 of stock-based
compensation expense, respectively. The higher stock-based compensation expense
in the third quarters of fiscal 2016 and 2015 relate to the recognition of
options granted in those quarters that had vested immediately.

Included in the first and fourth quarters of this year are
foreign exchange loss of $28,000 and $115,000, respectively. Included in the
second and third quarter of this year are foreign exchange gains of $133,000 and
$72,000, respectively. Included in the fourth quarter of last year is foreign
exchange gain of $119,000. Included in the second quarter of last year and the
first and second quarters of this year are non-cash financing expense of
$358,000, $77,000 and $210,000, respectively. Included also in the loss of each
quarter in the table above is $133,000 of amortization of deferred development
costs.

15

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

Patent legal fees and expenses account for a significant amount
of the Companys expenditures. These expenditures reached a historical high of
$605,000 in the fourth quarter of fiscal 2015, due mainly to patent applications
that incurred significant European registration fees. They were also
particularly high during the third quarter of fiscal 2015 of $514,000, due
mostly to patent applications that entered national phase during that
quarter.

RELATED PARTY TRANSACTIONS

Burcon engaged Burcon Group Limited, a company that is
controlled by ITC for the following related party transactions:

Included in general and administrative expenses (office
supplies and services and other expenses) for the year ended March 31, 2016 is
$74,667 (2015 - $70,224; 2014 - $63,721) for office space rental, and equipment
rental.

For the year ended March 31, 2016, included in general and
administrative expenses (management fees and financing expense) are $14,890
(2015 - $29,068; 2014 - $32,365) and $nil (2015 - $593; 2014 - $nil),
respectively, for administrative services provided. At March 31, 2016, $130
(March 31, 2015 - $1,715) of this amount is included in accounts payable and
accrued liabilities. For the year ended March 31, 2016, included in interest and
other income is $16,702 (2015 - $21,812; 2014 - $12,895) for legal and
accounting services provided by the Company. At March 31, 2016, $658 (March 31,
2015 - $818) of this amount is included in amounts receivable. Included in
deferred financing costs are fees of $nil (2015 - $2,235; 2014 - $2,550) and
included in share issue costs are fees of $1,410 (2015 - $615; 2014 - $nil) for
administrative services provided directly for financings, of which $nil is
included in accounts payable and accrued liabilities as at March 31, 2016 (2015
- $1,913).

During the year ended March 31, 2016, the Company issued
warrants to ITC related to the 2015 Rights Offering and estimated the fair value
to be $143,099. Of this amount $107,223, representing the amount by which the
fair value of the Standby Warrants exceeded the value of the derivative
liability, was recorded as financing expense during the year. During the year
ended March 31, 2015, the Company issued warrants to ITC related to the 2014
Rights Offering and recorded the estimated fair value of $183,053 as financing
expense. An additional amount of $3,640 was recorded as financing expense during
fiscal 2016 pursuant to the terms of the warrant certificates issued to the 2014
Guarantors. As noted above, ITC exercised its warrants from the 2014 Rights
Offering to acquire 120,629 common shares in March 2016.

CRITICAL ACCOUNTING ESTIMATES

The consolidated financial statements have been prepared in
accordance with IFRS as issued by the International Accounting Standard Board
(IASB) and interpretations issued by the IFRS IC.

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 expenses during the reporting period, and disclosures made in
the accompanying notes to the financial statements. Actual results could differ
from those estimates.

16

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

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

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

Certain new standards, interpretations and amendments to
existing standards have been issued by the IASB or IFRS IC.

IFRS 16  Leases

In January 2016, the IASB issued IFRS 16, Leases, which
requires, among other things, leases to recognize leases traditionally recorded
as operating leases in the same manner as a financing lease. The required
adoption date is January 1, 2019, with early adoption permitted.

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, 2018, with early adoption permitted.

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. 
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 is currently assessing the impact of IFRS 15 and
IFRS 16 and the expected date of adoption. The Company does not expect any
material impact from the adoption of the other standards.

17

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

EMERGING GROWTH COMPANY STATUS

As a U.S. listed public company with less than US$1 billion in
gross revenue, we continue to qualify as an emerging growth company (EGC)
under the Jumpstart Our Business Startups Act, or the JOBS Act. As an EGC, we
are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, which
generally requires that a public companys registered public accounting firm
provide an attestation report relating to managements assessment of internal
control over financial reporting. We will retain the status of an EGC until the
earliest of (a) the last day of the fiscal year in which we have annual gross
revenues of US$1 billion or more; (b) the last day of the fiscal year following
the fifth anniversary of the date of the first sale of our common stock pursuant
to an effective registration statement under the Securities Act of 1933; (c) the
date on which we have, during the previous three-year period, issued more than
US$1 billion in non-convertible debt; or (d) the date on which we are deemed to
be a large accelerated filer, as defined in Rule 12b-2 under the Securities
Exchange Act of 1934.

As the shares issued in the 2014 Rights Offering were
registered in the United States, Burcon will no longer qualify as an EGC after
March 31, 2020. For the year ending March 31, 2021, the Company will require a
public companys registered public accounting firm to provide an attestation
report relating to managements assessment of internal control over financial
reporting.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER
FINANCIAL REPORTING

The Chief Executive Officer and Chief Financial Officer, as
well as other executives, have designed disclosure control and procedures
(DC&P), or have caused them to be designed under their supervision, to
provide reasonable assurance that material information relating to the Company
has been made known to them. The officers have evaluated the effectiveness and
design of its DC&P as at March 31, 2016 and have determined these controls
to be effective.

These officers are also responsible for designing and
maintaining internal controls over financial reporting (ICFR), or have caused
them to be designed under their supervision, to provide reasonable assurance
regarding the reliability of the Companys ICFR. They have evaluated and
determined these internal controls and procedures over financial reporting as at
March 31, 2016 and concluded they are effective. They have also concluded that
there were no significant changes in the ICFR that occurred during the year
ended March 31, 2016 that could have materially affected, or are reasonably
likely to materially affect, the Companys DC&P and ICFR.

RISKS AND UNCERTAINTIES

The Company is subject to a number of risks and uncertainties
that can significantly affect its financial condition and future operations. Key
risks are outlined below. In addition, a detailed explanation of the risk factors which we face is provided in
our AIF for the year ended March 31, 2016 under the section titled Risk
Factors, which is incorporated by reference herein. The AIF is available at www.sedar.com.

18

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

Patents and proprietary rights  Burcons success will
depend, in part, on its ability to obtain patents, maintain trade secret
protection and operate without infringing on the proprietary rights of others or
having others infringe on its rights. Burcon has filed applications for most of
its inventions internationally under the Patent Cooperation Treaty of the World
Intellectual Property Organization. As at the date of this MD&A, Burcon has
been granted a total of 200patents in various countries covering a
number of key processes and uses of Burcons products as functional food and
beverage ingredients. Of those patents,  61 have been granted in the United
States. Although Burcon expends significant resources and efforts to patent its
discoveries and innovations, there can be no assurances that our patent
applications will result in the issuance of patents, or any patents issued to
Burcon will provide it with adequate protection or any competitive advantages,
or that such patents will not be successfully challenged by third parties.
Burcon cannot be assured that competitors will not independently develop
products similar to the Companys products or manufacture products designed to
circumvent the exclusive patent rights granted to the Company. Further, Burcon
may need to incur significant expenditures in prosecuting claims against others
whom it believes are infringing on its rights and by defending claims of
intellectual property infringement brought by its competitors and others.

Development and commercialization On June 18, 2012,
Burcon announced that ADM has begun commercial production of
CLARISOY soy protein. On December 17, 2015, Burcon announced that it
expects ADMs first full-scale commercial CLARISOY production
facility to be operational by mid-2016. However, as at the date of this
MD&A, Burcon has not been notified by ADM that the production facility is in
operation. There can be no assurance that ADM will not experience delays in
completing the construction, commissioning or operation of the facility. Burcon
has been providing samples from the Peazazz® semi-works facility
required by food and beverage companies to conduct full-scale, market
evaluations of Peazazz® in their consumer products. However, it has
not commercialized any of its other products, and accordingly, has not begun to
market, sell or generate significant revenues from these products. There can be
no assurance that any of these products will meet applicable food regulatory
standards, obtain regulatory approvals in countries where such approvals have
yet to be sought, be capable of being produced in commercial quantities at
reasonable costs, be successfully marketed, or that the investment made in such
potential products will be recouped through sales or related royalties. With the
exception of CLARISOY soy protein, none of Burcons potential
products are commercially available as a food ingredient for human consumption.
Burcon must secure a strategic partner for producing Puratein® and
Supertein® canola protein isolates. If Burcon is unable to secure an
alternative strategic partner for its canola protein isolates then the
commercialization of its products may be delayed or unsuccessful. Even if Burcon
commercializes a product or products, its business strategy may not be
successful. Burcon is dependent on ADM to commercialize its CLARISOY
soy protein. Although Burcon is in discussions with potential partners for
Peazazz® pea protein and Nutatein® canola protein isolate,
no strategic alliance has yet been formed.

19

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

History of operating losses and financing requirements
Burcon has accumulated net losses of approximately $77.6 million from its date
of incorporation through March 31, 2016. On December 19, 2012, Burcon announced
that it had been notified by ADM of the first commercial sale of
CLARISOY soy protein produced by ADM. However, Burcon reported
minimal cash royalty revenue during fiscal 2015, fiscal 2016 and fiscal 2014.
Although Burcon expects to receive royalty payments from ADM pursuant to the Soy
Agreement, the magnitude of these future royalty payments cannot be ascertained
at this time. In the absence of a definitive time for when sales of products
will be significant, Burcon expects such losses to increase as it continues to
commercialize its products, its research and development and product and its
application trials. Burcon expects to continue to incur substantial losses
before it reaches the commercialization stage. Burcon cannot predict if it will
ever achieve profitability and, if it does, it may not be able to sustain or
increase its profitability. The commercial success of any of Burcons products
will depend on whether they receive public and industry acceptance as a food
ingredient and dietary supplement, and whether they may be sold at competitive
prices or are able to obtain sufficient royalty revenue from licensing, which
adequately exceeds Burcons production or business costs.

Developing Burcons products and conducting product application
trials is capital intensive. Since acquiring its subsidiary in October 1999,
Burcon has raised gross proceeds of approximately $66.2 million from the sale or
issuance of equity securities and $2.0 million from the issuance of a
convertible note. Burcon will need to raise additional capital to fund
operations and application trials, continue research and development for
commercial production of its products, generate data to support regulatory
recognition in Canada, the European Union and the United States, where
necessary, and to commercialize its products. As at March 31, 2016, Burcon had
approximately $2.5 million in cash and cash equivalents. Together with the net
proceeds of $1.93 million from the convertible note financing that completed
subsequent to March 31, 2016, Burcon believes that it has sufficient capital to
fund the current level of operations through January 2017. Although Burcon has
sufficient funds to operate until January 2017, it will need raise additional
capital on acceptable terms in order for the Company to meet its business
objectives and fund its operations. If Burcon is unable to raise additional
funds when it needs them, it may be required to delay, reduce or eliminate some
or all of its development programs and some or all of its product application
trials. In addition, 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. Although global financial markets have been in recovery, the inherent
risk in investing in early stage companies such as Burcon may make it difficult
for the Company to obtain capital and financing for its operations. There can be
no assurance that additional financing may be available on acceptable terms, if
at all.

OUTLOOK

For the coming year, Burcons objectives are to further the
development and commercialization of its products, with the primary focus on its
pea protein.

20

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYear ended March 31, 2016, 2015
and 2014

Pea

Burcons goal is to identify additional multi-national food
ingredient providers in an attempt to secure a royalty or a joint operations
agreement for Peazazz®. Burcon will continue to supply sufficient
product development quantities of samples produced from the Peazazz®semi-works facility to these potential strategic partners to conduct
full-scale, real-world testing. Burcon will also continue to refine and optimize
the extraction and purification technology, work on developing new applications
and products and file additional patent applications.

Soy

Burcon will continue to support ADM with its commercialization
of CLARISOY soy protein products.

Canola

For Nutratein®, Burcon will continue to refine its
technology with the objective of producing proteins of optimum quality, flavour,
colour, aroma, amino acid profile, nutritional and functional attributes. Burcon
will continue to pursue an animal nutrition application with companies in the
animal feed industry with the intention of using Nutratein® as a full
or partial replacement to dairy protein in certain high-value animal feed
applications. For Supertein® and Puratein® canola protein
isolates, Burcons goal is to work with food and beverage manufacturers to
establish the value of Burcons proteins in their food products.

Burcon will continue to refine its protein extraction and
purification technologies, develop new technologies and related products. In
addition, Burcon will work to strengthen and expand its intellectual property
portfolio. Burcon will also explore opportunities for acquiring or licensing
into Burcon, novel technologies that will complement or enhance Burcons
intellectual property portfolio and business initiatives.

21

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