---



BURCON NUTRASCIENCE CORPORATION1946 West
BroadwayVancouver, B.C.V6J 1Z2

Telephone: (604) 733-0896Facsimile: (604)
733-8821

ANNUAL INFORMATION FORMFOR THE YEAR ENDED MARCH
31, 2016

June  27, 2016

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TABLE OF CONTENTS

|PRELIMINARY
      NOTES                   | 1 
|----------------------------------------- | --
|Effective
      Date of Information       | 1 
|Forward
      Looking Statements          | 1 
|Currency                                  | 4 
|Glossary                                  | 4 
|CORPORATE
      STRUCTURE                 | 5 
|INTERCORPORATE
      RELATIONSHIPS        | 5 
|GENERAL
      DEVELOPMENT OF THE BUSINESS | 5 
|Soy                                       | 10
|Pea                                       | 12
|Canola                                    | 13
|DESCRIPTION
      OF THE BUSINESS         | 14
|Functional
      Value                    | 14
|Nutritional
      Value                   | 15
|Soy                                       | 15
|Soy
      Protein                         | 16
|CLARISOY                                 | 18
|Soy
      Protein Production              | 20
|Pea                                       | 21
|Peazazz®                                  | 21
|Canola                                    | 23
|Canola
      Protein                      | 24
|Puratein®                                 | 25
|Supertein®                                | 25
|Nutratein®                                | 26
|Research
      and Development            | 26
|Objectives                                | 27
|Marketing
      Strategies                | 28
|Plant
      Protein                       | 29
|Soy
      Protein                         | 31
|Pea
      Protein                         | 31
|Canola
      Protein                      | 32
|Intellectual
      Property               | 32
|Patents                                   | 32
|Granted
      U.S. Patents                | 33
|Soy                                       | 33
|Canola                                    | 33

(i)

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|Flax                                                                                                          | 35
|------------------------------------------------------------------------------------------------------------- | --
|Patent Strategy                                                                                               | 35
|Trade-marks                                                                                                   | 35
|Facilities                                                                                                    | 35
|Personnel                                                                                                     | 36
|Competitive
      Conditions                                                                                  | 36
|Environmental Matters                                                                                         | 38
|Regulatory
      Approval For Marketing CLARISOY                                                             | 38
|Regulatory Approval For Marketing
      Peazazz®                                                              | 40
|Obtaining Regulatory
      Approval For Marketing Puratein®, Supertein®and
      Nutratein®                   | 40
|United States                                                                                                 | 41
|Puratein®and Supertein®                                                                                       | 41
|Nutratein®                                                                                                    | 43
|Human Food                                                                                                    | 43
|Animal Feed                                                                                                   | 44
|Europe                                                                                                        | 45
|Puratein®and Supertein®                                                                                       | 45
|Canada                                                                                                        | 46
|Puratein®, Supertein®&
      Nutratein®                                                                       | 46
|Nutratein®                                                                                                    | 47
|Animal Feed                                                                                                   | 47
|Estimated
      Timelines                                                                                     | 47
|Risk Factors                                                                                                  | 48
|Patents and Proprietary Rights                                                                                | 48
|Protection of Intellectual Property is Expensive                                                              | 49
|The Timeline for Development and Commercialization of New
      Food Products Can Be Long                     | 50
|Burcon Has a History of Net Losses and Negative Operating
      Cash Flow and May Never Achieve Profitability | 51
|Market Conditions                                                                                             | 51
|Financing Requirements                                                                                        | 52
|Product and Market Related Risks                                                                              | 52
|Consumer Acceptance                                                                                           | 53
|Government Regulatory Approval                                                                                | 53
|Rapid Technological Change                                                                                    | 54
|Significant Competition                                                                                       | 54
|Lack of Commercial Manufacturing Experience                                                                   | 54
|Ability to Hire and Retain Key Personnel                                                                      | 54
|Reliance on Key Personnel                                                                                     | 55
|Product Liability                                                                                             | 55
|DIVIDEND RECORD AND POLICY                                                                                    | 55

(ii)

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|DESCRIPTION
      OF CAPITAL STRUCTURE                                         | 55
|------------------------------------------------------------------------------ | --
|MARKET
      FOR SECURITIES                                                    | 56
|PRIOR
      SALES                                                              | 58
|Options                                                                        | 59
|DIRECTORS
      AND OFFICERS                                                   | 60
|Directors
      and Officers                                                   | 60
|Committees                                                                     | 64
|Aggregate
      Ownership of Securities                                        | 64
|Biographies
      of Directors and Officers                                    | 64
|Cease
      Trade Orders, Bankruptcies, Penalties or Sanctions                 | 69
|Conflicts
      of Interest                                                    | 70
|TRANSFER
      AGENTS AND REGISTRARS                                           | 72
|MATERIAL
      CONTRACTS                                                       | 72
|Convertible
      Note Purchase Agreement with Large Scale Investments Limited | 72
|Standby
      Commitment Agreement with ITC, E-Concept and I-Global            | 73
|License
      and Production Agreement with ADM                                | 73
|INTERESTS
      OF EXPERTS                                                     | 74
|AUDIT
      COMMITTEE AND DISCLOSURE UNDER NATIONAL INSTRUMENT 52-110          | 75
|Composition
      of the Audit Committee                                       | 75
|Audit
      Committee Oversight                                                | 76
|Pre-Approval
      Policies and Procedures                                     | 76
|External
      Auditor Service Fees                                            | 76
|ADDITIONAL
      INFORMATION                                                   | 77
|GLOSSARY                                                                       | 78
|SCHEDULE
      "A"                                                             | 80
|AUDIT
      COMMITTEE CHARTER                                                  | 80

(iii)

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PRELIMINARY NOTES

Effective Date of Information

All information in this Annual
Information Form ("AIF") is as of March 31, 2016 unless otherwise
indicated.

Forward Looking Statements

This AIF 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 AIF 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; 

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- 2 -

| |  | construction , commissioning and operation of production
      facilities;                           
| | - | -----------------------------------------------------------------------------------------------------
| |   |                                                                                                      
| |  | 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 factors and assumptions
used to develop the forward-looking statements 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 AIF, including, but not limited
to:

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- 3 -

| |  | 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.

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- 4 -

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

Material risk factors that could
cause actual results to differ materially from the forward-looking information
are contained under the heading "Risk Factors" beginning on page 48.

Currency

All dollar amounts in this AIF
are expressed in Canadian dollars, unless otherwise indicated.

Glossary

Certain terms used herein are
defined in the attached Glossary.

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- 5 -

CORPORATE STRUCTURE

Burcon NutraScience Corporation
("Burcon" or the "Company") was incorporated under the Business
Corporations Act (Yukon) on November 3, 1998 under the name "Burcon Capital
Corp." and extra-provincially registered in British Columbia on February 5,
1999. Burcon changed its name to "Burcon NutraScience Corporation" on October
18, 1999. The head office of Burcon is located at 1946 West Broadway, Vancouver,
B.C., V6J 1Z2. The registered office of Burcon is located at Suite 200,
Financial Plaza, 204 Lambert Street, Whitehorse, Yukon, Y1A 3T2.

INTERCORPORATE RELATIONSHIPS

Burcon owns 100% of the issued
and outstanding shares of its subsidiary, Burcon NutraScience (MB) Corp.
("Burcon-MB") which was incorporated under the Corporations Act
(Manitoba) on February 28, 1992 under the name B.M.W. Canola Inc. Its name was
changed to Burcon NutraScience (MB) Corp. on May 30, 2000.

GENERAL DEVELOPMENT OF THE BUSINESS

Burcon was formed in November
1998 as a venture capital pool corporation whose principal business was to
identify and evaluate assets, properties or businesses for acquisition. On
October 8, 1999 Burcon acquired Burcon-MB.

Since October 1999, Burcon has
raised gross proceeds of approximately $66.2 million through the sale of equity
securities on both a public and private basis, the exercise of stock options and
share purchase warrants, as well as through rights offerings to existing
shareholders. This capital has been used, and will continue to be used, to fund
research, development, regulatory recognition and commercialization of Burcons
patented and patent-pending protein extraction and purification technologies.
Burcons technologies not only enable the production of plant proteins and
protein isolates but also relate to applications of the proteins produced
therefrom into products, including food and beverages.

Burcons common shares were
listed on the Toronto Stock Exchange (the TSX) in June 2009. Prior
thereto, Burcons common shares were listed on the TSX Venture Exchange
(theTSXV). On October 27, 2011, Burcons common shares commenced
trading on The NASDAQ Global Market (NASDAQ) under the symbol BUR.
The Companys common shares are also listed on the Frankfurt Stock Exchange
under the symbol BNE.

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- 6 -

On February 7, 2014, Burcon
announced that it would be offering rights (the 2014 Rights
Offering) to holders of its common shares of record at the close of
business on February 19, 2014 (the 2014 Record Date). Pursuant to the
2014 Rights Offering, each holder of common shares on the 2014 Record Date
received one transferable right for each common share held. Every 17 rights
entitled a holder to purchase one common share at a price of $2.82 per share. On
April 3, 2014, Burcon announced that it had completed the Rights Offering. The
2014 Rights Offering was fully subscribed and Burcon issued 1,860,276 common
shares at a price of $2.82 per common share for aggregate gross proceeds to
Burcon of $5,245,978.

Each of ITC Corporation Limited
("ITC"), E-Concept Ltd. ("E-Concept") and I-Global Ltd.
("I-Global") acted as guarantors of the 2014 Rights Offering, having
agreed to purchase from Burcon such number of common shares available to be
purchased, but not otherwise subscribed for, that would result in a minimum of
930,138 common shares being issued under the 2014 Rights Offering (the
"2014 Standby Commitment"). As the 2014 Rights Offering was
over-subscribed, ITC, E-Concept and I-Global were not required to fulfill their
respective obligations under the 2014 Standby Commitment. However, to Burcon's
knowledge, each of ITC, E-Concept and I-Global did exercise its basic
subscription privilege under the 2014 Rights Offering in order to maintain its
respective proportionate ownership interest in Burcon.

As compensation for providing the
2014 Standby Commitment, each of ITC, E-Concept and I-Globalreceived
non-transferrable common share purchase warrants (the "2014 Standby
Warrants") entitling ITC to acquire up to 118,918 common shares, E-Concept
to acquire up to 62,459 common shares and I-Global to acquire up to 51,157
common shares. The exercise price under the 2014 Standby Warrants was $2.82 per
Common Share. The 2014 Standby Warrants had a term expiring two years after the
closing of the 2014 Rights Offering, being April 2, 2016. In accordance with the
policies of the TSX, the issuance of the 2014 Standby Warrants by each of ITC,
E-Concept and I-Global was subject to shareholder approval. Shareholder approval
was received at Burcon's annual and special meeting held on September 10, 2014.
Pursuant to the terms of the warrant certificates representing the 2014 Standby
Warrants, the exercise price and number of shares purchasable pursuant to the
2014 Standby Warrants must be adjusted upon the occurrence of certain events,
including future rights offerings by the Company. Upon completion of the 2015
Rights Offering (as defined below), the 2014 Standby Warrants were adjusted
effective immediately after the 2015 Record Date (as defined below). After the
adjustment, the 2014 Standby Warrants entitled ITC to acquire up to 120,629
common shares, E-Concept to acquire up to 63,358 common shares and I-Global to
acquire up to 51,893 common shares at the exercise price of $2.78 per common
share. On March 14, 2016, ITC exercised its 2014 Standby Warrants to acquire
120,629 common shares, resulting in proceeds to the Company of $335,349. E-Concept and I-Global did not exercise their 2014
Standby Warrants prior to the expiry and such warrants lapsed on April 2,
2016.

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- 7 -

On January 22, 2015, Burcon
announced that it closed a non-brokered private placement of 660,000 common
shares at a price of U.S.$2.50 per share for gross proceeds of U.S.$1,650,000
(the Placement). The common shares sold in the Placement were subject
to a four month hold period which, under applicable Canadian securities laws,
expired on May 23, 2015.

On March 23, 2015, Burcon
announced that it would be offering rights (the 2015 Rights
Offering) to holders of its common shares of record at the close of
business on April 2, 2015 (the 2015 Record Date). Pursuant to the 2015
Rights Offering, each holder of common shares on the 2015 Record Date received
one transferable right for each common share held. Every 22 rights entitled a
holder to purchase one common share at a price of $2.26 per share. Burcon
announced on May 1, 2015 that it had completed the Rights Offering. The 2015
Rights Offering was fully subscribed and Burcon issued 1,552,044 common shares
at a price of $2.26 per common share for aggregate gross proceeds to Burcon of
$3,507,619.

Each of ITC, E-Concept and
I-Global acted as guarantors of the 2015 Rights Offering, having agreed to
purchase from Burcon such number of common shares available to be purchased, but
not otherwise subscribed for, that would result in a minimum of 1,552,044 common
shares being issued under the 2015 Rights Offering (the "2015 Standby
Commitment"). As the 2015 Rights Offering was oversubscribed, ITC, E-Concept
and I-Global were not required to fulfill their respective obligations under the
2015 Standby Commitment. However, to Burcon's knowledge, each of ITC, E-Concept
and I-Global did exercise its basic subscription privilege under the 2015 Rights
Offering in order to maintain its respective proportionate ownership interest in
Burcon.

As compensation for providing the
2015 Standby Commitment, each of ITC, E-Concept and I-Globalreceived
non-transferrable common share purchase warrants (the "2015 Standby
Warrants") entitling ITC to acquire up to 198,429 common shares, E-Concept
to acquire up to 104,220 common shares and I-Global to acquire up to 85,362
common shares. The exercise price under the 2015 Standby Warrants is $2.26 per
common share. The 2015 Standby Warrants will expire two years after the closing
of the 2015 Rights Offering, being April 30, 2017. In accordance with the
policies of the TSX, the issuance of the 2015 Standby Warrants by each of ITC,
E-Concept and I-Global was subject to shareholder approval. Shareholder approval
was received at Burcon's annual and special meeting held on September 3,
2015.

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- 8 -

On April 7, 2016, Burcon
announced that it had entered into a convertible note purchase agreement
pursuant to which it would issue a convertible note (the Note) to Large
Scale Investments Limited (the Lender), a wholly-owned subsidiary of
ITC, for the principal amount of $2,000,000 (the Principal Amount).

Funding by the Lender and the
issuance of the Note occurred on May 12, 2016. The Note bears interest at a rate
of 8% per annum, calculated daily, compounded monthly. Interest will accrue on
the Principal Amount and will be payable on the earlier of three years from the
issue of the Note, the occurrence of an event of default as set out in the Note,
or voluntary prepayment by Burcon (the Maturity Date).

The Lender may convert the
Principal Amount in whole or in part into common shares in the capital of Burcon
at any time commencing on or after July 1, 2016 and up to and including the
Maturity Date. The conversion price is $4.01 per common share, which represents
a premium of approximately 24%over the volume weighted average trading
price of the common shares on the TSX for the 5 trading days immediately before
April 7, 2016 (the Conversion Price). Burcon also has the right, before
the Maturity Date, upon written notice to the Lender of not less than thirty
(30) days, 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%. At any time on or after July 1, 2016 and up to the end of
such 30-day notice period, the Lender will have the right to convert the
Principal Amount in full or in part, into common shares at the Conversion Price.
The Note and any common shares issued upon the conversion of the Note will be
subject to a four month hold period under applicable Canadian securities laws.

The payment of the Principal
Amount and all accrued and unpaid interest thereon will be subordinated in right
of payment to any amount owing in respect of secured indebtedness of Burcon.
Subject to prior TSX approval and the consent of the Lender, Burcon may pay any
interest that is due and payable under the Note through the issuance of common
shares at a conversion price equal to the volume weighted average trading price
of the common shares on the TSX for the 5 trading days immediately prior to the
date such interest is due and payable.

The net proceeds from the issue
of the Note will be used for continued research and development of Burcons
protein extraction and purification technologies, commercialization of Burcons
pea protein technology, continued work on Burcons intellectual property
portfolio and general corporate purposes.

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- 9 -

The Companys fiscal year end is
March 31. During fiscal years 2014 to 2016, Burcon raised a total of
approximately $11.1 million in capital as follows:

| | In April 2014, Burcon completed the 2014 Rights Offering
      and raised gross proceeds of approximately $5.3 million as described above.
|- | ------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                           
| | In January 2015, Burcon completed the Placement and
      raised gross proceeds of approximately $2.0 million as described above.         
|  |                                                                                                                                           
| | In April 2015, Burcon completed the 2015 Rights Offering
      and raised gross proceeds of approximately $3.5 million as described above.
|  |                                                                                                                                           
| | In March 2016, ITC exercised the 2014 Standby Warrants
      for gross proceeds of approximately $335,000.                                

Subsequent to fiscal 2016, the
Company issued the Note for $2.0 million as described above.

The proceeds raised from the
transactions described above have been used and will continue to be used to:

| | further develop Burcons protein extraction and
      purification technologies and pursue new related products;                                                                     
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                      
| | pursue and develop new applications from the functional
      attributes of Burcons proteins;                                                                                       
|  |                                                                                                                                                                                      
| | fund Burcons patent activities;                                                                                                                                                     
|  |                                                                                                                                                                                      
| | fund the activities associated with Burcons obligations
      under the License and Production Agreement with ADM, for the
      commercialization of Burcons CLARISOYsoy protein;
|  |                                                                                                                                                                                      
| | supporting ADM in connection with its commercialization
      of CLARISOY soy protein;                                                                                              
|  |                                                                                                                                                                                      
| | fund the activities associated with identifying,
      negotiating terms and securing a strategic alliance for the
      commercialization of Burcons Peazazz®pea protein;          
|  |                                                                                                                                                                                      
| | fund the activities associated with efforts relating to
      identifying a strategic partner for the commercialization of Burcons
      canola protein isolates;                   

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- 10 -

| | fund the design, engineering and construction of an
      initial semi-works facility for the commercial production of Peazazz®pea protein; and
|- | -----------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                
| | provide general working capital.                                                                                                               

Soy

Soy protein isolate is used as a
functional ingredient or fortifier in a wide variety of food products including
protein shakes, power bars, soups and sauces, meats and meat analogs, and breads
and baked goods. In addition to enhancing the protein content of foods, soy
protein isolates are used by food manufacturers for their functional
applications. These applications include the ability to emulsify, whip, bind and
add viscosity to foods. See "Description of the Business".

Burcon has developed technologies
to extract and purify soy protein from a variety of soy materials. These
technologies encompass various processes to produce a soy protein which Burcon
has branded as "CLARISOY". One process for producing
CLARISOY soy protein results in a unique soy protein which is 100%
soluble and transparent in applications with a pH of 4.0 and below. ADM has
branded this soy protein as CLARISOY 100. CLARISOY 100
is specifically designed to enable beverage manufacturers to meet the demand for
great-tasting, nutritionally enhanced beverages targeted to the ever-growing
number of health and wellness minded consumers. Unique to any other proteins on
the market, CLARISOY 100 is the only vegetable-based protein that
offers clarity and complete protein nutrition for low pH beverage systems.
Potential beverage applications for CLARISOY 100 include: sports
nutrition beverages, citrus-based drinks, fruit-flavoured beverages, lemonades,
powdered beverage mixes, fruit juice blends and fortified waters.

Another process for producing
CLARISOY soy protein allows for the production of a soy protein
specifically 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. ADM has
branded this soy protein CLARISOY 150. Due to its clean flavour and
high solubility in higher pH ranges, CLARISOY 150 allows for greater
use of soy protein in mildly flavoured neutral beverages such as meal
replacement, weight management products and in numerous non-beverage
applications such as foods and nutritional products.

On March 4, 2011, Burcon, Burcon-MB and ADM entered into the
License and Production Agreement for the worldwide, exclusive production,
marketing and sale by ADM of soy protein products using Burcons
CLARISOY soy protein technology. See Material Contracts.

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- 11 -

On June 18, 2012, Burcon
announced that ADM had constructed and was operating a commercial-scale
production plant in Decatur, Illinois to produce CLARISOY 100, the first
product to launch in ADMs line of CLARISOY soy proteins.

On June 26, 2012, Burcon
announced that ADM would launch CLARISOY 150, the first extension of
the CLARISOY product line at the opening of the 2012 Institute of
Food Technologists Annual Meeting and Food Expo (IFT Expo) in Las Vegas
on June 26, 2012.

On October 22, 2012, Burcon
announced that ADM earned the Best Beverage Ingredient Concept prize for
CLARISOY soy protein at the 2012 InterBev Awards ceremony in Las
Vegas, Nevada.

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.

On August 13, 2013, Burcon
announced that the Canadian Institute of Food Science and Technology recognized
the development and introduction of CLARISOY as a significant innovation with
its 2013 Food Innovation Award, and highlighted CLARISOY as the worlds first
vegetable-based protein that offers clarity and high quality protein nutrition
in low pH food systems. Burcon also announced that ADM launched CLARISOY 120 in
a powdered mix prototype called Pineapple Shakeup at the IFT Expo in July
2013. CLARISOY 120 is designed for powdered drinks and drink mixes allowing for
easy and rapid dispersibility when added to a liquid.

On March 6, 2014, Burcon
announced that it received written notice from ADM that ADM intends to expand to
full-scale commercial production of CLARISOY soy protein pursuant to the
License and Production Agreement. ADMs intention to expand commercial
production of CLARISOY ensures that its production capacity meets the required
obligations under the License and Production Agreement to retain its exclusive
license for CLARISOY.

On June 23, 2014, Burcon
announced that ADM would be demonstrating CLARISOY 170, the newest product in
the CLARISOY portfolio, at the 2014 IFT Expo in New Orleans. CLARISOY 170 is
formulated to be ideal for dairy protein replacement, which could include
neutral beverage applications with pH of 7.0 or higher.

At the 2015 International Food
Technologists Annual Meeting & Food Expo in Chicago, ADM sampled a high
protein smoothie product which included 17 grams of protein per 8 ounce serving,
where the primary protein source was CLARISOY. At the same show, ADM
demonstrated a 100% dairy-free vegan rich vanilla soft serve where CLARISOY was the sole protein source.
For customers seeking a convenient, delicious and nutritious beverage, ADM
showcased a dairy-free cold brew coffee that featured CLARISOY containing,
non-dairy creamer, adding 5 grams of soy protein to the beverage.

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- 12 -

These applications demonstrate
how CLARISOY is well-suited for adding protein, nutrition and functionality to
everyday products, and how it excels particularly in beverage applications due
to its clean favor and smooth mouthfeel. These applications can help meet
consumer demand for good-tasting, convenient products featuring plant-based
protein and also provide solutions for customers looking to replace dairy
protein for products that appeal to consumers who choose a vegan or other
healthy lifestyles. ADMs focus on dairy replacement using
CLARISOY not only provides a price-stable and sustainable ingredient for food
and beverage manufacturers, but also addresses the large consumer base that is
lactose intolerant or sensitive to dairy products.

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 AIF,
Burcon has not been notified by ADM that the production facility is in
operation.

Since March 2013 to the date of
this AIF, Burcon has been granted nine U.S. patents covering its soy protein
composition and extraction and purification processes. In February 2014, Burcon
announced that it had received a notice of allowance from the U.S. Patent and
Trademark Office for a patent application covering composition of matter claims
for CLARISOY. This patent application issued as a U.S. patent on April 8,
2014.

Pea

Pea protein is a
relatively new, vegetable-based, functional protein ingredient valued for its
emulsifying properties. Pea proteins currently available in the market are sold
for use in a variety of food products including: snacks and cereals; diet
products (high protein foods); gluten-free and vegetarian and vegan foods as
well as in nutritional supplements such as meal replacement shakes.

In November 2011, Burcon
announced that it had developed a novel pea protein which it has branded as
Peazazz®. Peazazz® is 100% soluble and transparent in
low pH solutions with clean flavour characteristics. It is heat stable
permitting hot fill applications. See Description of the Business.

On January 29, 2013, Burcon
announced that it had commenced building a Peazazz®semi-works
production facility to produce Peazazz® pea protein at small commercial scale in Winnipeg, Manitoba to provide market
development quantities to customers for product and market development
activities.

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- 13 -

On June 25, 2013, Burcon
announced that it had completed, on schedule, the construction of its new
semi-works plant in Winnipeg for Peazazz®. The Peazazz®
semi-works plant utilizes commercial-scale equipment capable of producing the
tonnage amounts required by food and beverage makers looking to conduct
full-scale, real world market evaluations of Peazazz® in their
consumer products.

In July 2013, Burcon officially
launched Peazazz® pea protein at the 2013 IFT Expo. Burcon
demonstrated two products: Peach Mango Rhythm, made from 30% real juice, with
all natural flavors and containing five grams of Peazazz® pea protein
per 250ml serving and Vanilla Jazz, a neutral pH milk-style beverage with a
faint hint of vanilla flavoring, fortified with vitamins and minerals and five
grams of Peazazz® pea protein per 250ml serving.

On August 23, 2013, Burcon
announced that the startup and commissioning of the Peazazz® pea
protein semi-works plant had been completed, allowing it to begin producing
sample quantities for shipment to interested parties who had signed material
transfer agreements (MTAs) with Burcon. While the new semi-works plant
utilizes commercial-scale equipment, it is only used to produce the amounts of
Peazazz®needed for targeted market development activities with
certain prospective customers. By functioning as a model for potential
manufacturing partners to emulate, the plant can also ultimately shorten their
time-to-market. Burcon has entered into a number of MTAs with parties interested
in Peazazz®. Such parties include major food and beverage makers,
suppliers and potential industry production and sales partners. Since August
2013, Burcon has shipped samples of Peazazz® pea protein to various
key potential multi-national production and/or distribution partners and
undertook applications work in response to requests from certain potential
commercialization partners. Burcon continued discussions with certain
multi-national food ingredient providers about a royalty or a joint operations
agreement for Peazazz® during fiscal 2016. As of the date of this
AIF, discussions are still on-going with these parties.

Canola

Burcons technologies allow it to
extract and purify three types of canola protein isolates from canola meal, a
co-product (together with canola oil) of the canola seed crushing industry.
Burcon has branded these protein isolates under the trade names
"Puratein®", "Supertein®" and Nutratein®.

The goal of Burcons research is
to develop its patented and patent-pending processes to utilize inexpensive
oilseed meals, such as canola meal, for the production of purified plant
proteins that exhibit nutritional, functional or nutraceutical profiles. Burcon
expects that Puratein® canola protein isolate and Supertein® canola protein isolate will participate
and compete with soy, dairy, and egg proteins in the expanding global protein
ingredient market, with potential uses in prepared foods, nutritional
supplements and personal care products. Nutratein® is expected to
initially participate as a protein ingredient in the animal feed and nutrition
industries.

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- 14 -

During fiscal 2016, Burcons key
focus was on its soy and pea protein commercialization efforts. However, Burcon
continued to work on securing interest from potential partners to establish the
commercial value of all three of these canola proteins. In the case of
Puratein® and Supertein® 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. In the case of Nutratein®
canola protein isolate, Burcon continues to pursue an animal nutrition
application with companies in the animal feed industry with the intention of
using Nutratein® canola protein isolate to replace or partially
replace dairy protein in certain high-value animal feed applications.

DESCRIPTION OF THE BUSINESS

The protein ingredient industry
continues to experience rapid growth, with plant proteins in particular
experiencing high demand. This increase in demand for plant proteins is fuelled
in part by scientific advances, changing demographics as well as by the publics
changing perception of the safety of animal-based products. External issues such
as melamine tampering/contamination, mad cow disease, E. coli, swine flu, avian
flu and the growing use of antibiotics in animal production, as well as
demographic trends are all combining to produce significant demand for plant
proteins.

Two major attributes are relevant
to the commercial value of protein as an ingredient: functional value and
nutritional value.

Functional Value

Proteins possess a wide range of
attributes essential to the structure and textural integrity of food products.
These relevant properties include: solubility, viscosity, water-binding,
gelation, cohesion, adhesion, elasticity, emulsification, foaming, whipping,
fat-binding, film forming and flavour-enhancing qualities.

In weighing the commercial
potential of any protein ingredient, functional utility is at least as important
as nutritional value. For example, although the nutritional value of wheat
protein is comparatively low, (the Protein Digestibility Corrected Amino Acid
Score (PDCAAS) of whole wheat is 0.40, only wheat proteincalled
glutenwill make a traditional loaf of bread. Thus, the functionality of wheat
protein makes it a staple in the North American diet. At the top end of the functional scale, egg white protein will whip,
coagulate, and form films. Such functional versatility makes egg white one of
the most valuable food proteins. Certain of Burcons proteins can be made to
mimic many of eggs functions, and in certain instances can outperform egg.

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- 15 -

Nutritional Value

Proteins are organic compounds
made up of carbon, hydrogen, oxygen and nitrogen. It is the presence of the
nitrogen that sets proteins apart from other nutrients. Nitrogen is essential to
human life, but since we have no other source of nitrogenunlike plants, we are
unable to absorb it as a nutrient from the groundone of the most important
roles of dietary protein is to bring nitrogen into the body.

Proteins are made up of sub-units
called amino acids. There are twenty dietary amino acids, typically subdivided
into two categories: non-essential amino acids, which can be made within the
body, and essential amino acids which must come from diet.

Amino acids supplied from dietary
protein are needed for synthesis of body proteins in muscle, organs, bone and
skin, and for synthesis of enzymes, certain hormones, antibodies and a host of
bodily processes.

The essential amino acids are
lysine, methionine + cysteine, threonine, tryptophan, leucine, isoleucine,
valine, phenylalanine, arginine and histidine (adults do not require a dietary
supply of arginine).

A diet deficient in one or more
of the essential amino acids impairs growth in children, causes adults to lose
muscle mass, and lowers the body's resistance to a variety of diseases. Extreme
protein deficiency can be a cause of death. An adequate daily supply of
high-quality protein is essential to optimal growth and health.

The nutritional supplements
industry has seen rapid growth in the use of protein ingredients over the past
ten years. Protein bars, once consumed only by endurance athletes, are now
widely available and protein-rich meal-replacement products and dietary
supplements have become supermarket staples and are sold in large quantities
through all the major multi-level marketing companies. Protein supplements are
also increasingly and successfully being promoted to the expanding market of
geriatric consumers. Potential nutritional applications for protein isolates
include power shakes, protein bars, protein powders and any other concentrated
protein supplement.

Soy

The soybean had its beginnings in
China. Chinese historical documents suggest that soybeans have been a diet
staple in Asia since the 11th Century BC.

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- 16 -

According to the Soyfoods Association of North America, the
soybean was introduced to North America around the 1760s. Today, soybeans are
grown in many parts of the world with the United States being the largest
producer of this crop, followed by Brazil, Argentina and China. The United
States Department of Agriculture (USDA) notes that the forecasted value
of U.S. soybean production in 2015 was approximately US$34.5 
billion, which represented the second-highest value among U.S. produced crops,
behind corn. Production of soybeans has remained stable in the United States.
U.S. soybean farmers planted approximately 82.7 million acres§of
soy in 2015, which represented approximately 0.8% decrease from 2014. The USDA
Foreign Agricultural Service estimated that approximately 315.8 
million metric tons of soybeans were produced during 2015/2016, with U.S.
production accounting for approximately 107 million metric tons or
34%.

Soybeans are similar in size and
colour to peas and are primarily cultivated for their oil and protein. Soybeans
are the largest single source of edible oil and accounted for approximately
60%§ of the worlds total oilseed production in 2015. In addition to
being a source of oil and protein, soybean meal is used in animal feed for the
production of meat and eggs. Soy flour is used in the commercial baking industry
while soy hulls are processed to make breads, cereal and snacks.

Each soybean is comprised of
approximately 40% protein, 35% carbohydrate (including fiber), 20% oil, and 5%
ash.

Soy Protein

Commercially sold soy protein is
available in predominantly three forms: soy flour, soy concentrates and soy
protein isolates. After cracking and dehulling the soybean, soy processors roll
them into flakes. Oil from the soybean flakes is removed and then the flakes are
dried. The defatted flakes are then further processed into soy protein.

Soy protein isolate is the purest
of the three forms of soy protein and contains over 90% protein, on a moisture
free basis. Soy protein isolates are relatively neutral in flavour and odour and
are used primarily by the food industry. Today, soy protein isolate is used in a
variety of food applications, including as a protein replacement for dairy
proteins in food or in products such as protein shakes, power bars, soups and
sauces, meat analogs, breads and baked goods. Soy protein isolates are desired
by food manufacturers for their functional applications. These applications
include the ability to emulsify, whip, bind and add viscosity to foods.

________________________

 Source: United States Department of Agriculture website.
§ Source: www.soystats.com

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- 17 -

In addition to its functional
attributes, soy protein isolate provides nutritional enhancement to foods. Soy
protein contains all the essential amino acids required for human nutrition.

Numerous studies have been
conducted on the health benefits of soy protein. In October 1999, the FDA
approved a health claim for soy protein and its role in reducing the risk of
coronary heart disease. Food manufacturers may label foods containing soy
protein by stating that "Diets low in saturated fat and cholesterol that include
25 grams of soy protein daily may reduce the risk of heart disease. One serving
of (name of food) provides __ grams of soy protein." To qualify for the claim,
the food must contain per serving:

| | 6.25 grams of soy protein;                                                                                                                                                       
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                  
| | low fat (less than 3 grams);                                                                                                                                                     
|  |                                                                                                                                                                                  
| | low in saturated fat (less than 1 gram);                                                                                                                                         
|  |                                                                                                                                                                                  
| | low in cholesterol (less than 20 milligrams); and                                                                                                                                
|  |                                                                                                                                                                                  
| | sodium value of less than 480 milligrams for individual
      foods, less than 720 milligrams if considered a main dish, and less than
      960 milligrams if considered a meal.

In March 2015, after a
meta-analysis of scientific studies, Health Canadas Food Directorate concluded
that scientific evidence exists to support a health claim about soy protein and
blood cholesterol lowering. The evidence supports a direction of effect towards
a reduction in total and LDL cholesterol levels when soy protein is consumed.
Foods containing soy protein may state on its label, [Serving size] of (brand
name) [name of food] supplies/provides X% of the daily amount of soy protein
shown to help reduce/lower cholesterol. The daily amount referred to is 25
grams of soy protein. For example, 150g of tofu supplies 70% of the daily
amount of soy protein shown to help lower cholesterol.

The quest for healthier
lifestyles has led consumers to search for healthier alternatives to animal
protein. The FDAs and Health Canadas approval of a health claim for soy
protein has fuelled or is expected to fuel (in the case of the Health Canada
food labeling approval) soy proteins increasing popularity and general
acceptance among consumers. These factors, along with the desire by consumers
for food producers to find eco-friendly ways to produce food for humans, are
expected to sustain market demand for soy protein isolates. Burcon intends to
participate in this growing market through its CLARISOY soy protein.

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- 18 -

***CLARISOY***

In November 2008, Burcon
announced that it had developed a soy protein which it branded as
CLARISOY. Burcon has developed technologies to extract and purify
soy protein from a variety of soy materials. These technologies encompass
various processes to produce CLARISOY soy protein. One process for
producing CLARISOY soy protein results in a soy protein that is 100%
soluble, transparent and heat stable in applications with a pH of 4.0 and below.
ADM has branded this soy protein as CLARISOY 100.
CLARISOY 100 is specifically designed to enable beverage
manufacturers to meet the demand for great-tasting, nutritionally enhanced
beverages targeted to the ever-growing number of health and wellness minded
consumers. Unique to any other proteins on the market, CLARISOY 100
is the only vegetable-based protein that offers clarity and complete protein
nutrition for low pH beverage systems. Potential beverage applications for
CLARISOY 100 include: sports nutrition beverages, citrus-based
drinks, fruit-flavoured beverages, lemonades, powdered beverage mixes, fruit
juice blends and fortified waters.

Another process for producing
CLARISOY soy protein allows for the production of a soy protein
specifically 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. ADM has
branded this soy protein CLARISOY 150. Due to its clean flavour and
high solubility in higher pH ranges, CLARISOY 150 allows for greater
use of soy protein in mildly flavoured neutral beverages such as meal
replacement, weight management products and in numerous non-beverage
applications such as foods and nutritional products.

ADM launched CLARISOY 120 in a
powdered mix prototype called Pineapple Shakeup at the IFT Expo in July 2013.
CLARISOY 120 is designed for powdered drinks and drink mixes allowing for easy
and rapid dispersibility when added to a liquid.

ADM also launched CLARISOY 170,
at the 2014 IFT Expo in New Orleans. CLARISOY 170 is formulated to be ideal for
dairy protein replacement, which could include neutral beverage applications
with pH of 7.0 or higher.

The following is a table showing
the CLARISOY product lines marketed by ADM as of the date of this AIF:

Product Line
    Product
      Characteristics
    Transparent
    ApplicationsCLARISOY 100
    High viscosity
    Yes
    Low pH beverage systemsCLARISOY 110
    Low viscosity
    Yes
    Low pH shots


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- 19 -

Product Line
    Product
      Characteristics
    Transparent
    ApplicationsHigh protein meal replacement beverages
      Collagen replacement**CLARISOY 120**
    Agglomerated High viscosity
    Yes
    Powdered
      Low Protein
      Low pH beveragesCLARISOY 150
    High viscosity
    No
    Low pH beverage systems
      Coffee creamersCLARISOY 170
    High viscosity
    No
    Neutral pH for dairy protein replacementCLARISOY 180
    Low viscosity
    No
    Neutral pH for high protein replacement
      beverages


Based on the recommendations of
the Joint Expert Consultation of the Food and Agricultural Organization
("FAO") and World Health Organization ("WHO") in 1989, the FDA and
the FAO/WHO adopted in 1993 the PDCAAS as the preferred method for measuring the
quality of a protein based on the amino acid requirements of humans. The PDCAAS
method for evaluating protein quality is based on the needs of humans. The
quality of a protein is based on the amino acid requirements of a 2 to 5 year
old child, which is considered to be the most nutritionally demanding age group,
other than infants. After adjusting for digestibility, the protein quality
rankings of a specific protein evaluated under the PDCAAS method are compared to
a standard amino acid profile with the highest possible score being a 1.0. A
PDCAAS score of 1.0 means that, after digestion of the protein, it provides 100%
or more of all the essential amino acids required. Proteins with a PDCAAS of 1.0
include egg and cows milk.

The PDCAAS scoring system has
since been updated by the FAO/WHO/United Nations University ("UNU") in
2002, altering the reference amount of specific amino acids and also dividing
the requirement by age groups of children 1-2 years and 3-10 years. In the
Report of a Joint FAO/WHO expert consultation on protein and amino acid
requirements in human nutrition, the FAO/WHO/UNU came to the conclusion that
previous reports considerably overestimated the protein requirements. Despite the foregoing,
the FDA has neither formally adopted the updated levels recommended in the 2002
report nor advised food companies to use these updated levels when calculating
PDCAAS values.

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- 20 -

Based on the PDCAAS method,
Burcons CLARISOY soy protein has a score of 0.98 and 1.00 under the
1989 FAO/WHO pattern and the 2002 FAO/WHO/UNU pattern, respectively, suggesting
that Burcons CLARISOY soy protein is a good quality protein
source.

***Soy Protein
Production***

Processes used in the production
of common and traditional soy protein isolates involve the use of harsh caustics
and acids to separate the soy proteins from the other constituents of defatted
soy. This harsh chemical treatment causes some denaturation of the soy proteins
resulting in a lack of solubility and stability in aqueous products and,
notably, a lack of solubility in acid beverages (juices, sport energy drinks,
fortified waters, flavoured waters etc.) and produces soy proteins with
substantial flavour compounds imparting beany or earthy flavours. Burcon has
developed and filed applications to obtain patent protection for novel processes
allowing for the production of uniquely soluble soy proteins with clean flavour
characteristics.

Pursuant to the terms of the
License and Production Agreement (see Material Contracts), Burcon has licensed
its CLARISOY soy protein technology to ADM, on an exclusive basis,
to use, market and sell the products (the Soy Products) that use the
CLARISOY technology. Under the License and Production Agreement, ADM
will be the primary party responsible for the commercialization efforts for
CLARISOY, including:

| | developing the necessary process engineering for scaling
      up the production of the Soy Products;      
|- | -----------------------------------------------------------------------------------------------------------
|  |                                                                                                            
| | developing applications for the Soy Products; and                                                          
|  |                                                                                                            
| | designing, building and commissioning an initial
      production facility to manufacture the Soy Products.

During the term of the license
under the License and Production Agreement, Burcon will continue to refine its
protein extraction and purification technology for soy protein in its Winnipeg
Technical Centre.

On March 6, 2014, Burcon
announced that it received written notice from ADM that ADM intends to expand to
full-commercial scale production of CLARISOY soy protein pursuant to the
License and Production Agreement (Full Commercial Production). ADMs
intention to expand commercial production of CLARISOY ensures that its production capacity meets the
required obligations under the License and Production Agreement to retain its
exclusive license for CLARISOY. The License and Production Agreement provides
each party the right to convert the exclusive license to a non-exclusive license
under certain conditions. If the exclusive license is converted to a
non-exclusive license, Burcon will be entitled to make, have made, use, market
and sell the Soy Products on a non-exclusive basis and to grant any such rights
to any other person. 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 AIF, Burcon has not
been notified by ADM that the production facility is in operation.

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- 21 -

Pea

Field pea, or Pisum
sativum in Latin, is part of the legume family and was one of the earliest
cultivated food crops. A pea is most commonly the green or yellow small
spherical seed inside a peapod that contains multiple peas. The pea plant is
grown in cool-weather conditions in many parts of the world, including Canada,
Europe and temperate regions of Asia.

Peas are consumed as a vegetable
worldwide for their high nutritional value and health benefits. Not only are
peas high in protein, fibre, starch, vitamins and minerals, but they are also
non-allergenic and environmentally sustainable. As part of the legume family,
pea plants have the ability to lock in nitrogen from the atmosphere and store it
in their root nodules. This nitrogen-fixation ability allows producers to use
less fertilizer and replenish the soil with nitrogen, making peas a much desired
sustainable crop.

In November 2011, Burcon
announced that it had developed a novel pea protein which it has branded as
Peazazz®, its first technology platform to extract added-value
proteins from a non-oilseed source. Burcons technology extracts and purifies a
novel pea protein from field peas. Both the nutritional and functional
characteristics of pea protein allow for a host of great tasting food and
beverage product applications as well as for use in nutritional supplements.

Pea protein is a relatively new,
vegetable-based, functional protein ingredient. Pea proteins currently available
in the market are sold for use in a variety of food products including: snacks
and cereals; diet products (high protein foods); gluten-free and vegetarian and
vegan foods as well as in nutritional supplements such as meal replacement
shakes.

Peazazz®

Peazazz® pea protein
is 100% soluble, transparent and heat stable in low pH solutions.
Peazazz® has clean flavour characteristics and is well suited for use
in low pH beverages as well as a variety of other healthy and
great tasting food and beverage product applications. Its valuable nutritional
and functional characteristics make Peazazz® an attractive product to
companies looking for an alternative plant protein ingredient.

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- 22 -

Pea is a widely accepted and
consumed vegetable, recognized for its nutritional value and health benefits.
Burcon has successfully extracted added-value proteins that contain essential
amino acids into a white powder that can easily be incorporated into a variety
of foods and beverages including low pH fruit juices and juice blends, sport
nutrition drinks, powdered beverages, fortified waters, bars, baked goods and
vegetarian and vegan foods as well as in nutritional supplements such as meal
replacement shakes.

Burcons Peazazz® pea
protein is non-allergenic and can be produced from a non-GMO source.

Pea proteins currently available
on the market are sold for use in a variety of food products including: snacks
and cereals; high-protein weight management products; gluten-free and vegetarian
and vegan foods. Burcon is not aware of any pea protein isolate in the market
that is 100% soluble. Burcon expects the introduction of Peazazz® pea
protein to be able to gain a share of the pea protein market, as well as expand
the pea protein market to include (what it previously could not) a broader range
of product applications such as low pH beverages.

On January 29, 2013, Burcon
announced that it had commenced building a Peazazz®semi-works
production facility to produce Peazazz® pea protein at small
commercial scale in Winnipeg, Manitoba to provide market development quantities
to customers for product and market development activities.

On June 25, 2013, Burcon
announced that it had completed, on schedule, the construction of its new
semi-works plant in Winnipeg for Peazazz®. The Peazazz®
semi-works plant utilizes commercial-scale equipment capable of producing the
tonnage amounts required by food and beverage makers looking to conduct
full-scale, real world market evaluations of Peazazz®in their
consumer products. The plant also supports Burcons ongoing discussions with
companies who are potential partners with Burcon for the production and
marketing of Peazazz®.

In July 2013, Burcon officially
launched Peazazz® pea protein at the 2013 IFT Expo. Burcon
demonstrated two products: Peach Mango Rhythm, made from 30% real juice, with
all natural flavors and containing five grams of Peazazz® pea protein
per 250ml serving and Vanilla Jazz, a neutral pH milk-style beverage with a
faint hint of vanilla flavoring, fortified with vitamins and minerals and five
grams of Peazazz® pea protein per 250ml serving.

---

- 23 -

On August 23, 2013, Burcon
announced that the start-up and commissioning of the Peazazz® pea
protein semi-works plant had been completed, allowing it to begin producing
sample quantities for shipment to interested parties who had signed MTAs with
Burcon. While the new semi-works plant utilizes commercial-scale equipment, it
will only be used to produce the amounts of Peazazz® needed for
targeted market development activities with certain prospective customers. By
functioning as a model for potential manufacturing partners to emulate, the
plant can also ultimately shorten their time-to-market.

Burcon has entered into a number
of MTAs with parties interested in Peazazz®. Such parties include
major food and beverage makers, suppliers and potential industry production and
sales partners. Since August 2013, Burcon has shipped samples of
Peazazz® pea protein to various key potential multi-national
production and/or distribution partners and undertook applications work in
response to requests from certain potential commercialization partners. During
fiscal 2016, Burcon continued discussions with certain multi-national food
ingredient providers about a royalty or a joint operations agreement for
Peazazz®. As of the date of this AIF, discussions are still on-going
with these parties.

Canola

Canola is the North American name
for the enhanced variation of rapeseed first developed and introduced in 1974
when a Canadian researcher bred a "double low" variety of rapeseed with reduced
levels of the two negative elements naturally occurring in rapeseed: erucic acid
and glucosinolates. This type of rapeseed is known in Europe and parts of Asia
as rapeseed or oilseed rape and has become the worlds second largest oilseed
crop. The growth of rapeseed as an international crop can be attributed to three
factors: the ability to grow rapeseed in temperate climates; favourable
production costs; and a beneficial fatty acid profile for the oil, which is high
in monounsaturates.

Each canola plant produces yellow
flowers which produce pods that are similar in shape to pea pods and about 1/5th
the size. Within the pods are tiny round seeds that are crushed to obtain canola
oil. After the oil is removed through processing at a canola crushing plant, the
remainder of the seed (approximately 60% by weight) is canola meal. Canola meal
is the raw material from which Burcon intends to extract protein commercially to
produce Puratein® canola protein isolate, Supertein®
canola protein isolate and Nutratein® canola protein isolate. Canola
meal is comprised of approximately 35% protein. Canola meal is in abundant and
relatively inexpensive supply and is sold almost exclusively as an animal feed
ingredient; however, its protein value, even in feed applications, is limited by
the presence of a large amount of fiber and other anti-nutritional factors
naturally present in canola seed. Burcons extraction process separates the
protein from the fiber and from most of the naturally occurring anti-nutritional
factors.

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- 24 -

In the past, numerous attempts
have been made at finding an economically viable method to extract canola
protein from canola meal. There is a significant amount of scientific
publications describing various methods to do so, most of which publications
also underscore numerous reasons for the scientific interest in obtaining canola
protein isolate, including, amongst others: a unique amino acid profile, rich in
sulfur containing amino acids; an abundant source of protein; and two distinct
protein fractions. However, none of the existing technologies described in the
scientific literature is commercially applied at present. Major drawbacks of the
existing technologies, which often use alkaline extraction followed by
isoelectric precipitation, include the insufficient purity of the canola protein
isolate, unacceptable colour and taste of the canola protein products as well as
the resulting proteins limitations regarding functionality. Phenolics that are
naturally present in canola oxidize readily in alkaline conditions causing dark
coloration of the final protein product.

Burcons canola protein
extraction process does not use harsh chemicals but rather is based primarily on
making use of physical separation and purification techniques. At the core of
Burcons canola protein isolate production process is a micelle formation step,
which separates the two naturally occurring proteins in canola: napin and
cruciferin. Processing of these two fractions results in the cruciferin-rich
canola protein isolate Puratein® canola protein isolate and the
napin-rich canola protein isolate Supertein® canola protein isolate.
Burcon has also developed Nutratein® canola protein isolate, which
consists of a blend of the two fractions.

***Canola Protein***

Potential nutritional
applications for canola protein isolates include power shakes, protein bars,
protein powders and any other concentrated protein supplement.

Based on the PDCAAS method, the
PDCAAS scores for Burcons canola proteins are as follows:

Canola Protein Isolate
    FAO/WHO 1989
      mg/g protein (2-5 years old)
    FAO/WHO/UNU 2002
      mg/g protein (3-10 years old)Puratein®
    0.60
    0.72Supertein®
    0.71
    0.91Nutratein®
    0.90
    1.00


Burcons canola protein has a
score in the range of 0.60 to 0.90 under the 1989  FAO/WHO pattern and a
score in the range of 0.72  1.00 under the 2002 FAO/WHO/UNU pattern, suggesting that Burcons canola protein is
a good quality protein source.

---

- 25 -

***Puratein®***

Puratein® canola
protein isolates key functionalities are emulsifying, gelling and binding.
Puratein® canola protein isolate has potential in a wide variety of
food types.

Puratein® canola
protein isolate is a canola protein isolate comprised mainly of globulin
proteins. The functional properties of Puratein® canola protein
isolate include emulsification, gel formation, thickening, formation of
heat-stable foams, and water- and ingredient-binding. Applications for
Puratein® canola protein isolate include dressings and sauces, meat
substitutes, baked goods and protein bars. Puratein® canola protein
isolate has good taste characteristics with no off-flavours.

***Supertein®***

Supertein® canola
protein isolate is a highly soluble canola protein isolate comprised principally
of albumin proteins. The functional properties of Supertein®canola
protein isolate include solubility, the ability to form transparent solutions,
foaming and nutrition. Applications for Supertein® canola protein
isolate include beverages, confectionery, aerated desserts, and protein bars,
among many others. Supertein® canola protein isolate has a slightly
sweet taste with no off-flavours.

The exceptional cysteine content
of canola protein (rapeseed protein) has long been of interest to nutritional
scientists. A potential link between canola proteins high cysteine content and
disease prevention has been reported in a study in the British Journal of
Nutrition entitled Rapeseed protein inhibits the initiation of insulin
resistance by a high-saturated fat, high-sucrose diet in rats by Mariotti F. ,
Hermier D., Sarrat C., Magné J., Fénart E., Evrard J., et al 2008 Nov;
100(5):984-91. The studys aim was to determine whether rapeseed protein,
described by the studys authors as an emergent cysteine-rich protein could
inhibit the onset of the metabolic syndrome. The main finding of the study is
that rapeseed protein substituted for milk protein inhibited the onset of
insulin resistance in rats fed the high-saturated fat, high-sucrose diet. The
authors further noted that rapeseed protein mitigated certain factors associated
with metabolic syndrome: The studys result highlights the importance of the
type of protein as a major component of diet quality, in terms of cardiovascular
and diabetic risks.Supertein®canola protein isolate is rich in
sulfur-containing amino acids and particularly rich in cysteine. The typical
cysteine content of Burcons Supertein®canola protein isolate is
nearly double that of whey protein, which is recognized for its high cysteine
content. The findings in the study reported in the British Journal of
Nutritionsuggest that Supertein®may have potential applications in
the prevention of metabolic syndrome.

---

- 26 -

During fiscal 2016, Burcons key
focus was on its soy and pea protein commercialization efforts. However, Burcon
continued to work on securing interest from potential partners to establish the
commercial value of its canola protein isolates. Burcons goal is to continue to
work with food and beverage manufacturers to establish the value of Burcons
Puratein® and Supertein® canola proteins in their food
products.

***Nutratein®***

Nutratein® is a
canola protein isolate comprised of a mixture of globulin and albumin proteins.
Nutratein® is a fine powder that has good solubility across a broad
pH range. Nutratein® has an excellent amino acid profile and its
PDCAAS score makes it a suitable replacement for existing proteins in the animal
feed and nutrition industry. Burcon continues to work on pursuing an animal
nutrition application with companies in the animal feed industry with the
intention of using Nutratein® canola protein isolate to replace or
partially replace dairy protein in certain high-value animal feed applications.
Applications in human nutrition include protein bars, meat applications, baked
goods or nutritional beverages. Nutratein® canola protein isolate is
bland in taste with no off-flavours.

Research and Development

Burcon has designed and built a
large-scale pilot production facility, complete with an analytical laboratory,
for the development and small-scale production of proteins from various plant
sources. On January 29, 2013, Burcon announced that it had commenced building a
Peazazz® semi-works production facility to produce
Peazazz® pea protein at commercial scale in Winnipeg, Manitoba. On
June 25, 2013, Burcon announced that it had completed, on schedule, the
construction of its new semi-works plant in Winnipeg for Peazazz®.
The Peazazz® semi-works plant utilizes commercial-scale equipment and
will be capable of producing the tonnage amounts required by food and beverage
makers looking to conduct full-scale market evaluations of Peazazz®
in their consumer products. Start-up and commissioning of the plant was
completed in August 2013. During fiscal 2016, the semi-works plant continued to
produce samples to provide to potential strategic partners for evaluation as
well as conduct work required to support Burcons intellectual property
portfolio.

Burcon has over 16 years of
experience in developing high-quality vegetable protein ingredients and has
successfully developed CLARISOY soy protein and is developing
Peazazz® pea protein and three unique canola protein isolates,
Supertein®, Puratein® and Nutratein® canola
protein isolates. After years of research on developing these products and the
associated extraction technologies and in running large-scale pilot operations to a standard that meets
Burcons expectations of commercial quality, Burcon has amassed significant
experience and know-how.

---

- 27 -

Objectives

For fiscal 2017, Burcons main
objective will continue to be to further the development and commercialization
of its products, with its primary focus on commercializing its
Peazazz® pea protein technology.

Burcons pea protein product
development and commercialization objectives include:

| |  | Identifying additional multi-national food ingredient
      providers  to secure a royalty or a joint operations agreement for Peazazz®;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                         
| |  | Continuing to operate the Peazazz®semi-works
      facility to produce sample products to                                               

| | o | supply the potential strategic alliance partners with
      sufficient product development quantities of Peazazz® samples so that such
      potential partners can conduct full-scale, real-world testing;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                            
| | o | demonstrate to such major protein ingredient participants
      and food and beverage makers that Burcons Peazazz® technology is scalable
      and produces a consistent quality product;                

| |  | Conducting further research to develop additional
      applications for Peazazz®pea protein into food products; and                                                                                                           
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                
| |  | Continuing to file patent applications to protect the
      Peazazz® pea protein extraction process as well as the
      composition of Peazazz® pea protein and applications for
      Peazazz®pea protein into food products.

In addition, Burcon will also:

| |  | continue to refine its protein extraction and
      purification technologies, develop new technologies and related products;                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                
| |  | further strengthen and expand its core intellectual
      property portfolio;                                                                                                                  
| |   |                                                                                                                                                                                                
| |  | support ADM in connection with its commercialization of
      CLARISOYsoy protein products;                                                                                                   
| |   |                                                                                                                                                                                                
| |  | explore opportunities for acquiring or licensing into
      Burcon, novel technologies that will complement or enhance Burcons
      intellectual property portfolio and business initiatives;

---

- 28 -

| |  | pursue product development agreements with major food,
      beverage and nutritional product companies to develop improved or novel
      applications for Supertein®, Puratein®and
      Nutratein®canola protein isolates into their products;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                  
| |  | pursue a strategic alliance with a potential partner in
      connection with the development of a commercial facility for the
      production, marketing and sale of Burcons canola protein isolates; and                                     
| |   |                                                                                                                                                                                                                                                  
| |  | pursue activities to support the expansion of Burcons
      investor base by raising awareness about Burcon through various media
      channels, analyst coverage and investor relations.                                                      

Marketing Strategies

Burcons CLARISOY soy
protein, Peazazz® pea protein, Puratein®,
Supertein® and Nutratein® canola protein isolates are
expected to compete with soy, whey, milk and egg proteins in the expanding
global multi-billion dollar protein ingredient market. Burcons proteins are
expected to specifically compete with whey protein isolates, casein/caseinates
and dried egg-white as well as with existing traditional soy and pea
proteins.

Food Business News
reported the following average prices for the major protein ingredients that
Burcon expects its products to compete with:

| | Whey protein isolate | US $5.10
      /pound1 | CDN $14.72 /kg.
      2
| | -------------------- | ---------------------- | -----------------------
| | Casein/caseinates    | US $2.90 /pound3       | CDN $8.37 /kg. 2       
| | Dried Egg-white      | US $5.85
      /pound3 | CDN $16.88 /kg.
      2

Soy and pea protein prices are
not readily available to the public. However, through discussions with industry
participants and market data research, Burcon management estimates that soy
protein isolate and pea protein isolate prices are approximately as follows:

| | Soy protein isolate | US $2.25 /pound | CDN $6.49 /kg.2 
| | ------------------- | --------------- | ----------------
| | Pea protein isolate | US $2.00 /pound | CDN $5.77 /kg. 2

Notes:

1.      Price
based on last available listing in Food Business News (November 22, 2011
edition). There is no current available price listing for whey protein isolate
(90% edible).

2.      Conversion
into Canadian dollars made by Burcon, based on Bank of Canada exchange rate of
C$1.00 = US$0.7638 on May 31, 2016.

3.      Prices
based on the April 19, 2016 edition of Food Business News for the week
ending April 15, 2016.

---

- 29 -

Burcon expects the average
selling price of Peazazz® pea protein to achieve an average price
level that would equate to a premium over current pea pricing and at a discount
to some animal-based proteins. Burcon expects the cost to produce
Peazazz® pea protein to be materially consistent with the cost to
produce traditional pea protein isolates.

Pursuant to the License and
Production Agreement, ADM has the sole discretion in developing the sales and
marketing strategies for CLARISOY soy protein. Given ADMs extensive
experience in the sale and marketing of soy protein products, Burcon expects
that CLARISOY will be strategically priced amongst ADMs current
product portfolio and other competing protein products in the global market.

Plant Protein

According to Frost &
Sullivan, the global protein-ingredient market is expected to grow at a
compounded annual growth rate (CAGR) of 7.7% to reach $31.5 billion by 2018. The
global protein ingredient market is currently dominated by soy, whey and casein.
This combined market segment alone is projected to grow at 12% CAGR to reach
$21.3 billion by 2018. Soy-derived proteins are the largest segment in the plant
protein market, accounting for 53.4 percent volume share. Wheat and pea proteins
are second and third, respectively. Demand outweighs supply in the plant protein
market and volume is expected to grow steadily at 5.3% CAGR.



1) Based on current market prices and using volume projections
from Frost & Sullivan Report, Strategic Insight into the Global Plant
Protein Ingredients Market, May 2012. Volume outlook based on 2011 base year.

---

- 30 -

Plant proteins continue to
experience significant sales growth in North America and Western Europe for a
variety of reasons. Changing demographics is one reason for this trend as
nutrition-conscious baby boomers become aware of the health benefits of protein
in general and, more specifically, of the benefit of plant proteins over certain
animal proteins. Food manufacturers in turn are motivated by simple economics to
prefer inexpensive plant proteins over their more costly animal
counterparts.

Near-vegetarians, a growing group
of consumers who choose meatless meals regularly but not exclusively, are also
contributing to the trend favoring plant proteins. Responding to this new
demographic, food manufacturers are taking advantage of the functional merits of
plant proteins to create meat-free, high-protein foods.

While the demand for plant
proteins is being driven by the health and wellness trend in the developed
world, a possibly even larger force shaping the global protein ingredient
industry is the growth of the middle class consumer in the developing world.
During the past number of years, there has been a marked increase in demand for,
and the price of, all protein ingredients. The growth of the middle class in the
BRIC countries (Brazil, Russia, India and China) has been noted by many
observers as being the key factor in that demand increase. As consumers evolve
from a subsistence living to earning incomes where  in their respective
countries - they can be classified as middle class, they invariably spend a
large portion of their new income on food.

Casein and whey, the two major
dairy protein ingredients, have experienced a particularly dramatic price
increase in the past number of years as compared to historical averages. The
major soy protein producers, led by Solae LLC, now DuPont, have in turn
increased the price of their soy proteins during the same period albeit to a
lesser extent.

In addition to the health and
wellness trend in the developed world and the expanding middle class in the
developing world, plant proteins are gaining popularity from the recognition
that they offer a more environmentally friendly alternative to animal derived
proteins. Consumers are considering the environmental footprint a product makes
when making their purchase decisions. Production of animal proteins is viewed as
less "environmentally economic" when compared to the production of plant
proteins. Producers must feed plant protein to animals in order to produce
animal proteins and animals are not efficient converters, pound for pound, of
the proteins they consume. There is also a growing awareness of the large amount of greenhouse gases generated globally
through livestock production. As a result of these factors, consumers are
looking to food manufacturers to find more eco-friendly ways to produce food for
humans.

---

- 31 -

Lastly, health concerns caused by
melamine tampering/contamination, swine flu, E. coli, Asian bird flu and mad cow
disease have provoked consumer concern that animal-based protein products may be
unsafe.

*Soy Protein*

Markets & Markets estimated
that in 2015, the soy protein market generated revenues of approximately US$7.11
billion and projects revenues to reach about US$10.12 billion by 2020, growing
at a CAGR of 7.3%. Only 2% of soymeal is further processed into soy protein and
products for use in human food applications. The other 98% of soymeal is used as
animal feed. Soy proteins used in meat alternative and dairy replacement
segments are in demand and growing at a high CAGR of 7.6% and 7.8%,
respectively.

As discussed above, ADM has the
sole discretion in developing the sales and marketing strategies for
CLARISOY soy protein pursuant to the License and Production
Agreement. Given ADMs extensive experience in the sale and marketing of soy
protein products, Burcon expects that CLARISOYwill be strategically
priced amongst ADMs current product portfolio and other competing protein
products in the global market.

*Pea Protein*

The following chart illustrates
the annual global production of dried peas (in tonnes) from 2008 to 2014 as
estimated by the FAO:

2008
    2009
    2010
    2011
    2012
    2013
    2014Canada
    3,571,300
    3,379,400
    3,018,200
    2,115,600
    3,340,800
    3,960,800
    3,444,800United States
    556,560
    777,320
    645,050
    255,150
    499,042
    708,510
    778,140Western Europe
    661,885
    773,753
    1,307,230
    881,334
    732,728
    663,595
    704,694Asia
    2,064,867
    1,853,024
    1,820,110
    2,253,248
    2,372,412
    2,575,472
    2,580,070World
    10,073,351
    10,422,925
    10,394,859
    9,941,839
    10,780,059
    11,450,199
    11,332,772


All figures in tonnes

Global production of dried peas
in 2014 was estimated at 11.3 million tonnes with Canada being the largest
producer in the world at 3.4 million tonnes. A portion of peas are further
processed into different components: proteins, fibres and starch. The separation
of pea components can be based on a dry-milling or an aqueous separation process
and the use of organic solvents is not required.

There is currently no publicly
available data on the size of the global pea protein market. Burcon management
believes that a small fraction of the global production of dried peas is further processed into pea protein
concentrates and pea protein isolates. Major producers of pea protein are in the
process of expanding their production capacity to meet the growing demand. Frost
& Sullivan estimates that the growth of the pea protein market would outpace
other plant protein markets at a high CAGR of 5.7% due to pea proteins
universal applicability in all food and beverage products. The unique
functionality of Burcons Peazazz® pea protein and its clean flavor
profile could be major factors in expanding and growing the vegetable protein
market.

---

- 32 -

*Canola Protein*

The initial market for
Nutratein® canola protein isolate is anticipated to be in the
high-value animal feed sector. Nutratein® canola protein isolate is
expected to be a nutritional and functional protein ingredient that offers a
compelling alternative source of protein for animal and fish feed manufacturers.
Nutratein® has high nutritional and functional attributes that make
it a suitable replacement for the costly whey protein concentrates in animal
feed. The initial market for Puratein® canola protein isolate and
Supertein® canola protein isolate is anticipated to be food and
nutrition processors that target: the baking industry; meat analogue
manufacturers (e.g. veggie-burgers); beverage processors (non-dairy fortified
drinks); sport nutrition manufacturers; and prepared foods manufacturers
incorporating whole egg, dried egg white or certain dairy proteins.

The overall strategic intent is
to build Nuratein®, Puratein® and Supertein®
canola protein isolates as global products through an alliance with a
development partner. Burcon continues to work with food and beverage
manufacturers and animal feed companies to establish the value of all three of
Burcons canola proteins in potential market applications.

Intellectual Property

***Patents***

In October 1999, Burcon acquired
the shares of Burcon-MB. At the time of the acquisition, Burcon-MB held patents
and applications covering the protein micellar mass process for extracting and
producing a canola protein isolate. Since the acquisition, Burcon has focused on
developing its protein extraction and purification processes and seeking patent
protection for its developments. Through Burcon-MB, 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®and Nutratein® canola protein isolates,
      CLARISOYsoy protein, Peazazz®pea protein, and
      other plant proteins, for example, as functional food and beverage
      ingredients; and

---

- 33 -

| | applications to protect the "signature characteristics"
      of Puratein®, Supertein® and Nutratein®canola protein isolates, CLARISOYsoy protein,
      Peazazz® pea protein and other plant proteins.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of the date of this AIF,
Burcons patents and patent applications cover 60 distinct inventions. 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 AIF, Burcon holds 200 issued patents in various countries,
including patents covering composition of matter and a number of key processes
and uses of Burcons products as functional food and beverage ingredients, 61 of
which have been issued in the U.S. Burcon holds patents or has filed patent
applications in: Australia, Brazil, Canada, China, Hong Kong, India, Japan, the
European Union, Mexico, New Zealand, Russia, South Africa, South Korea and the
United States. Burcon currently has over 375 patent applications that are being
reviewed by the patent offices in various countries, 57 of which are U.S. patent
applications.

***Granted U.S. Patents***

Burcon holds 61 issued patents in
the United States relating to soy protein, canola protein isolate and flax
protein isolate. These patents cover the protein micellar mass canola protein
isolate technology acquired from Burcon-MB as well as improvements to the
protein extraction and purification technologies made by Burcon. These new
inventions include:

Soy

| | processes to extract and purify soy protein from various
      soy material to produce soy protein products that are soluble in acidic
      medium and produces heat stable solutions suitable for protein
      fortification of sport drinks and other beverages;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                     
| | protection covering the composition and signature
      characteristics of Burcons CLARISOY soy protein;                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                     
| | alternative processes for producing soy protein products;                                                                                                                                                                                                           

Canola

| | improving the quality of the input meal prior to the
      purification and extraction process, which results in better protein
      quality and higher protein yield. The residual oil from canola meal is
      traditionally recovered using a solvent called hexane. After the residual
      oil has been extracted, the hexane is recovered by heating the canola meal
      to a high temperature of about 110°C to 140°C. Burcon has been granted 2
      U.S. patents covering a low-temperature process of recovering the hexane
      at temperatures below 100°C and below 50°C, respectively, to provide a
      desolventized meal that allows for improved protein recovery. Burcon also
      holds a U.S. patent to protect novel processing conditions in oil seed
      meal preparation and the production of a tailored meal in place of
      conventional canola meal. Through tailoring the input meal, including the
      low-temperature process, Burcon is able to produce canola protein isolates
      with superior organoleptic properties (improved colour, taste, aroma and
      mouth feel);
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 34 -

| | process improvements to produce canola protein isolate
      efficiently and to obtain higher yields of canola protein isolate;                                                                                                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                              
| | processes for reducing phytic acid in the production of
      protein isolates from oilseed meals. Phytic acid is a naturally occurring
      anti-nutritional component found in oilseed meals such as canola meal and
      soybean meal;                                                  
|  |                                                                                                                                                                                                                                                                                              
| | protection covering important processing conditions for
      producing Supertein®canola protein isolate as well as for the
      preparation of a highly refined Supertein®canola protein
      isolate;                                                                                    
|  |                                                                                                                                                                                                                                                                                              
| | protection covering the composition of the dominant
      species of protein in Burcons Puratein®canola protein
      isolate. Puratein®is a cruciferin-rich canola protein isolate
      comprised principally of globulin proteins, allowing it to have unique
      functional qualities;
|  |                                                                                                                                                                                                                                                                                              
| | protection covering the process for producing
      Nutratein®canola protein isolate. Nutratein®is
      rich in both of the two major storage proteins found in canola: napin and
      cruciferin, making it a suitable ingredient for animal feed and
      aquaculture applications;     
|  |                                                                                                                                                                                                                                                                                              
| | processes to improve the final colour profile of
      Puratein®canola protein isolate and Supertein®canola protein isolate;                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                              
| | applications for the uses of canola protein isolate as a
      functional food and beverage ingredient;                                                                                                                                                                                      

|  |                                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------
| | the use of canola protein isolate as a flavour enhancer
      in a food product;                                   
|  |                                                                                                                    
| | alternative processes for producing canola protein
      isolates;                                                 
|  |                                                                                                                    
| | protection covering the process for producing protein
      isolates using mustard seed as a starting material; and

---

- 35 -

Flax

| | processes for the production of a flax protein
      isolate with unique protein profiles.
|- | ------------------------------------------------------------------------------------------

***Patent Strategy***

Burcon believes that it has
developed a dynamic patent portfolio by aggressively seeking protection for new
technologies as well as further protecting current technologies. In addition,
Burcon has filed patent applications to cover alternative extraction
technologies, which, in Burcons opinion, would not be commercially viable. Such
filings have been made as part of Burcons defensive strategy to gain as much
protection in the protein extraction and purification space as possible. Burcon
will continue its research and development to further refine its processes and
make new discoveries. The Company will continue to file additional patent
applications to protect these discoveries.

In an effort to conserve cash
resources, Burcon made the decision to abandon certain non-core canola patents
and canola patent applications during fiscal year 2014 which it deemed to be
non-essential or redundant for the purposes of achieving its strategic
objectives by not paying annuities or maintenance payments when due.

***Trade-marks***

Burcon has obtained trade-mark
registrations for Nutratein and Supertein in Canada, as well as Puratein,
Peazazz and the slogan A New World in Protein in Canada and the United
States. Burcon had previously obtained trademark registrations for CLARISOY in
the United States and Canada. In June 2011, Burcon and ADM entered into a
trademark assignment and license agreement pursuant to which Burcon assigned its
ownership of the CLARISOYtrademark to ADM. In return, Burcon has
obtained a worldwide, non-exclusive, royalty-free license to use the
CLARISOY trademark for corporate marketing and promotion of Burcon,
conducting research or development of CLARISOY soy protein products
and compliance with the requirements of applicable law. Burcon also has the
option to re-acquire the CLARISOY trademark if the license under the
License and Production Agreement is terminated.

Facilities

Burcons head office is located
at 1946 West Broadway, Vancouver, British Columbia, Canada in leased office
space. Through Burcon-MB, Burcon leases the premises where the Winnipeg
Technical Centre is located at market rental rates. These premises are located
at 1388 Waller Avenue, Winnipeg, Manitoba, Canada. The lease will expire on
August 31, 2021. The premises include a 10,333 square foot facility in a light
industrial park. Burcon owns the equipment in this facility which includes tanks
of up to 20,000 litre capacity, membrane systems, centrifuges, filter presses,
various dryers and laboratory analytical equipment. Burcon operates exclusively
and independently within these facilities under the immediate direction of its
management. Certain services such as laboratory testing and analysis which
cannot be conducted internally are contracted out as necessary.

---

- 36 -

Personnel

As of March 31, 2016, Burcon-MB
had 15 employees and/or contractors with varying degrees of technical expertise
who perform the duties relating to the operation of the research laboratory and
pilot plant in Winnipeg. Additionally, as of March 31, 2016, Burcon had 8
employees and/or contractors responsible for accounting, administration,
corporate development, investor and public relations, legal and research and
development activities who were predominantly located at Burcons head office in
Vancouver.

Competitive Conditions

ADM has licensed Burcons soy
protein technology and has provided Burcon with notice of its intention to
expand to full-scale commercial production. Burcon is working on securing one or
more strategic partners to commercialize its Peazazz® pea protein,
Puratein® canola protein isolate, Supertein® canola
protein isolate and Nutratein® canola protein isolate.

The protein ingredient market is
a global industry dominated by a few relatively large participants. Burcon
recognizes that the selective use of alliances and partnerships can lower
certain risks and can be the fastest and most profitable approach to maximizing
revenues and cash flow. With this understanding, Burcon entered into the License
and Production Agreement with ADM to commercialize Burcons soy protein
ingredients. See "Material Contracts".

ADM is a public company with
annual revenues of approximately US$67.7 billion (fiscal 2015). It is a
multinational company that produces among other things, ethanol, high fructose
corn syrup, soy flour, soy protein concentrate, soy protein isolate and other
specialty ingredients. It is currently one of the worlds largest processor of
oilseed crops.

Burcon recognizes that, in
addition to ADM, there are other large industry participants with significant
resources that dominate the plant protein ingredient industry. Two of the other
major industry participants that sell plant protein ingredients to the food and
beverage industries include Cargill Inc. ("Cargill") and DuPont.

Cargill is the U.S.s largest
private company with annual revenues of US$120.4 billion (2015). Cargill is an
international producer, marketer, processor and distributor of agricultural,
food, financial and industrial products and is one of the worlds largest canola
crushers.

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- 37 -

DuPont, through its wholly-owned
subsidiary DuPont Nutrition and Health, is a world leader in soy-based proteins
and specialty ingredients for the food, beverage, meat and nutritional products
industries. E.I. du Pont de Nemours and Company ("DuPont")(NYSE: DD) began in
1802 as a chemical company. Today it is a multinational company specializing in
chemicals, energy, agriculture and specialty food ingredients with annual
revenues at approximately US$25 billion (fiscal 2015). Through the acquisitions
of Danisco and DuPont Protein Technologies, DuPont is now one of the largest
participants in protein ingredients, specialty ingredients, food and beverage
ingredients, enzymes and bio-based solutions.

The pea protein industry outside
of China is dominated by three major participants: Roquette Freres, Cosucra
Groupe Warcoing and Nutri-Pea Limited. Based in France, Roquette Freres is a
private company which produces more than 700 by-products from the starch
extracted from corn, wheat, potatoes and peas. It has grown to become the second
largest producer of starch in Europe and fifth largest producer in the world.
Roquette Freres is currently the largest participant in the pea protein
industry.

Cosucra Groupe Warcoing is a
Belgian group of independent companies dedicated to the development, production
and promotion of natural ingredients from chicory and yellow pea. Cosucras line
of products includes pea protein isolate, pea fibre, pea hull fibre and pea
native starch.

Based in Manitoba, Canada,
Nutri-Pea Limited is a privately owned company specializing in the manufacture
of food ingredients derived from Canadian yellow field peas. Nutri-Pea extracts
fibre, starch and protein products from yellow field peas.

Rising commodity prices have had
a noticeable impact on the global aquaculture and livestock farming sectors in
recent years, as through their direct impact on feed costs as well as on energy
costs. These rising input prices have in turn been one of the factors that has
increased the cost to produce animal proteins (egg protein products as well as
the dairy proteins, casein and whey). Burcon anticipates that under commercial production levels, it will be
able to produce its plant protein isolates at a cost level which will make them
significantly competitive with animal proteins.

Burcon offers a value proposition
for both the multibillion-dollar oilseed crushing industry which produces
enormous volumes of canola meal and soybean meal that currently sell as
relatively low-margin animal feed. Burcon has the technology and know-how to add
value to these oilseed meals by extracting unique and potentially valuable food
proteins. The unique nutritional and functional characteristics of
Puratein® canola protein isolate, Supertein®canola
protein isolate, Nutratein® canola protein isolate,
CLARISOY soy protein and Peazazz® pea protein
differentiate them from the existing plant-based proteins (predominantly soy) as
well as from the existing animal based proteins (casein, whey and egg). It is
these unique attributes which Burcon anticipates will make the proteins valuable
to the food and beverage industry.

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- 38 -

For the branded consumer product
companies and food ingredient companies, the value proposition comes from both
the novel properties of Burcons proteins as well as the inherent first-mover
advantage. Exclusivity through patent protection and the first-mover advantage
could add significant value to Burcons opportunity in an industry where
first-movers dominate, and market share changes slowly. For example, the iconic
sport beverage brand Gatorade owned 83% of the sport beverage market in the
United States in 2007, down only 10 percentage points from its 93% share which
it enjoyed at its peak two decades earlier (source: Advertising Age magazine
April 21, 2008). Gatorade still held a large share of the market in 2013 (69.5%)
while its next closest competitor, Powerade, owned 28.8% of the market. Although
the sport beverage industry has expanded to include a growing number of other
competitors, Gatorades early market share advantage shows that the exclusivity
and first-mover advantage could create an opportunity for food and beverage
processors to brand or co-brand multiple new products fortified with Burcons
proteins.

See also "Risk Factors".

Environmental Matters

Burcons extraction processes use
no harsh chemicals and emit no noxious odours or significant waste products.
Biodegradable, natural and/or recyclable input materials, end-products and
by-products are used and, therefore, are expected to present no significant
environmental risk. As such, Burcon does not foresee any financial and
operational effects of environmental protection or requirements on the capital
expenditures, earnings and the competitive position of Burcon in the current
financial year or in the foreseeable future.

Burcons processes, as
demonstrated to date, are expected to work equally well on input materials from
both genetically modified ("GM") and non-GM sources.

Regulatory Approval For Marketing
CLARISOY

Food-grade soy protein isolate
first became available on October 2, 1959 with the dedication of Central Soya's
edible soy isolate, Promine D, production facility in Chicago. An edible soy
isolate and edible spun soy fiber has also been available since 1960 from the
Ralston Purina Company in St. Louis, where they had originally developed the
technology. In 1987, Protein Technologies, Inc. ("PTI") became the
world's leading maker of isolated soy protein and was subsequently acquired by
DuPont.

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- 39 -

Soy protein isolate is a highly
refined or purified form of soy protein with a minimum protein content of 90% on
a moisture-free basis. It is made from defatted soy flour which has had most of
the non-protein components, fats and carbohydrates removed. Because of this, it
has a neutral flavour and will cause less gas due to bacterial flatulence.

Soy protein isolates are mainly
used to improve the texture of meat products, but are also used to increase
protein content, enhance flavour, and as an emulsifier.

Pure soy protein isolate is used
mainly by the food industry. It is sometimes available in health stores or in
the pharmacy section of the supermarket. It is usually found combined with other
food ingredients.

In 1995, the New England Journal
of Medicine (Vol. 333, No. 5) published a report from the University of Kentucky
entitled, "Meta-Analysis of the Effects of Soy Protein Intake on Serum Lipids."
It was financed by the PTI division of DuPont, The Solae Company, St. Louis.
This meta-analysis concluded that soy protein is correlated with significant
decreases in serum cholesterol, Low Density Lipoprotein LDL (bad) cholesterol
and triglyceride concentrations. However, High Density Lipoprotein HDL (good)
cholesterol did not increase. Soy phytoestrogens (isoflavones: genistein and
daidzein) adsorbed onto the soy protein were suggested as the agent reducing
serum cholesterol levels. On the basis of this research, PTI, in 1998, filed a
petition with FDA for a health claim that soy protein may reduce cholesterol and
the risk of heart disease.

In October 1999, the FDA approved
a health claim for soy protein and its role in reducing the risk of coronary
heart disease. Food manufacturers may label foods containing soy protein by
stating that "Diets low in saturated fat and cholesterol that include 25 grams
of soy protein daily may reduce the risk of heart disease. One serving of (name
of food) provides __ grams of soy protein." One serving (1 cup or 240 mL) of soy
milk, for instance, contains 6 or 7 grams of soy protein.

In March 2015, after a
meta-analysis of scientific studies, Health Canadas Food Directorate concluded
that scientific evidence exists to support a health claim about soy protein and
blood cholesterol lowering. The evidence supports a direction of effect towards
a reduction in total and LDL cholesterol levels when soy protein is consumed.
Foods containing soy protein may state on its label, [Serving size] of (brand
name) [name of food] supplies/provides X% of the daily amount of soy protein
shown to help reduce/lower cholesterol. The daily amount referred to is 25
grams of soy protein. For example, 150g of tofu supplies 70% of the daily
amount of soy protein shown to help lower cholesterol.

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- 40 -

While soy protein and soy protein
isolates themselves have not been granted GRAS status by the FDA, they are
widely used in food and nutritional applications including infant formula. As a
result, Burcon does not anticipate any regulatory process for its
CLARISOY soy protein. However, there can be no assurance that the
FDA will not require companies producing and selling soy protein isolates to
meet additional regulatory requirements in the future.

Regulatory Approval For Marketing Peazazz®

Peas were one of the earliest
cultivated food crops and have a long history of safe consumption in human
foods. They are widely accepted and consumed as a vegetable in our daily diets.
Although pea protein is a relatively new vegetable-based protein ingredient, it
is commercially available and used by the food industry.

Burcon is not aware of pea
protein and pea protein isolates being granted GRAS status by the FDA for use in
food and nutritional applications. Nevertheless, as at the date of this AIF,
Burcon anticipates that there may be certain regulatory processes required for
its Peazazz® pea protein. However, peas have had a substantial
history of consumption for food use by a significant number of consumers.
Therefore Burcon does not expect the regulatory process for Peazazz®
to be as extensive as the one undertaken for Burcons canola proteins.

Obtaining Regulatory Approval For Marketing
Puratein®, Supertein®and
Nutratein®

Canola meal is currently used as
a protein ingredient in dairy, beef, swine and poultry rations and is recognized
for its consistent quality and value. Canola meals nutritional value, even in
animal feed applications, is limited by the presence of a large amount of fiber
and other anti-nutritional factors such as glucosinolates. Glucosinolates are
the sulphur compounds that give mustard its sharp taste. Analysis of
Puratein® canola protein isolate and Supertein®canola
protein isolate conducted by independent testing laboratories has indicated very
low levels of glucosinolates. Puratein® and Supertein® canola protein
isolates have numerous potential applications, primarily as a food ingredient
and as a personal care product ingredient. Burcon is initially pursuing animal
and feed applications for Nutratein® canola protein isolate. Moreover, Nutratein® may
have potential applications as a food ingredient also. See "Description of the
Business". In order to market Puratein® canola protein isolate and
Supertein® canola protein isolate as a food ingredient, approvals
must be obtained from the applicable regulatory authorities in the countries
currently targeted for commercialization. Initially, these countries are the
United States, the countries comprising the European Union and Canada. In order
to market Nutratein® canola protein isolate as a potential human food
and/or animal feed ingredient, approvals must be obtained from the applicable
regulatory authorities in the countries currently targeted for
commercialization. Initially, the target markets are the United States and
Canada.

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- 41 -

***United States***

***Puratein®
and Supertein®***

During fiscal 2008, Burcon, in
conjunction with ADM, pursued regulatory recognition for Puratein®
canola protein isolate and Supertein® canola protein isolate.

A substance may be "generally
recognized as safe" or "GRAS" as a food ingredient based on two principles: it
is a prior sanctioned substance, meaning that it has been used in food before
1958; or it is determined to be GRAS by scientific experts based on scientific
procedures. Accordingly, because canola meal (and canola protein contained
therein) does not have a history of safe use in human foods, the determination
that Puratein® canola protein isolate and Supertein®
canola protein isolate are GRAS must be based on scientific procedures.

Scientific studies were conducted
during fiscal 2008 and based on those studies, Burcon and ADM prepared a dossier
of data that included scientific information about canola, how canola is grown,
handled and processed, Burcons protein extraction process and finally, the
intended uses of the proteins in foods and beverages. A panel of qualified
experts in the fields of food safety, toxicology, nutritional sciences, food
allergies and pediatric nutrition reviewed the dossier to which it also had
input and affirmed unanimously that the proteins are safe for their intended
uses. In October 2008, Burcons Puratein® canola protein isolate and
Supertein®canola protein isolate achieved self-affirmed GRAS
status.

Substances that are GRAS under
conditions of their intended use are exempted from the usual Federal Food, Drug,
and Cosmetic Act ("FFDCA") food additive tolerance requirements.

For a substance to be GRAS, the
scientific data and information about the use of the substance must be widely
known and there is a consensus among qualified experts that the data and information establish that the
substance is safe under the conditions of its intended use.

When a use of a substance does
not qualify for the GRAS exemption, then the substance is considered to be a
food additive under the FFDCA. Use of the substance is subject to the premarket
approval mandated by the FFDCA. For a food additive, privately held data and
information about the use of a substance are sent by the proponent to the FDA,
which evaluates the data and information to determine whether the data and
information establishes that the substance is safe under the conditions of its
intended use. If found unsafe, the FDA may take enforcement action to stop
distribution of the food substance and foods containing it on the grounds that
such foods are or contain an unlawful food additive.

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- 42 -

A GRAS designation typically
exists in one of three forms:

| | 1. | Self-affirmed.The manufacturer of the substance has performed
      all necessary research, including the formation of an expert panel to
      review safety concerns, and is prepared to use these findings to defend
      its product's GRAS status.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                         
| | 2. | FDA-pending.The manufacturer has performed all the
      aforementioned due diligence, and submitted to the FDA for GRAS approval.                                                                                                                      
| |    |                                                                                                                                                                                                                                                         
| | 3. | No comment.The FDA has reviewed a product's GRAS notification
      claim and responded with "no comment"; i.e., no further challenges on the
      product's GRAS status.                                                                              

To enhance consumer acceptance of
Puratein® canola protein isolate and Supertein® canola
protein isolate, Burcon and ADM chose to pursue GRAS notification for
Puratein® canola protein isolate and Supertein® canola
protein isolate. GRAS notification is a voluntary procedure whereby a company
informs the FDA of its determination that the use of a substance is GRAS.

During fiscal 2010, Burcons
scientists collaborated with ADM in the preparation and review of the
manuscripts for the publication of the toxicology studies conducted in fiscal
2008 as part of the GRAS self-affirmation process. On August 20, 2009 and
November 3, 2009, Burcon announced the publication of the Puratein®
and Supertein® toxicology studies, respectively, in peer-reviewed
journals. The publication of these scientific studies forms a significant part
of the GRAS notification process.

On January 19, 2010, Burcon
announced that it had filed a formal notification in accordance with the FDA
proposed regulation 62FR 18938, having determined, based on a review of the data
referenced in the notification, that Burcons Puratein® canola protein isolate and Supertein® canola protein
isolate are GRAS for their intended use as an ingredient in a variety of food
and beverage applications and in addition, that both substances are exempt from
premarket approval requirements of the Food, Drug and Cosmetic Act (the GRAS
Notification). In response to comments from the FDA, Burcon modified and
resubmitted the GRAS Notification in February 2010. In a letter dated April 1,
2010, the FDA formally acknowledged receipt of the GRAS Notification.

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- 43 -

After the FDA acknowledges
receipt of the GRAS notice, it then evaluates whether the submitted notice
provides a sufficient basis for the GRAS determination and whether information
in the notice or otherwise available to the FDA, raises issues that lead the FDA
to question whether use of the substance is GRAS. Following the evaluation and
within 180 days, the FDA responds in one of 3 ways:

| | 1. | the FDA does not question the basis for the notifier's GRAS
      determination;                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                       
| | 2. | the FDA concludes that the notice does not provide a sufficient basis
      for a GRAS determination (for example, the notice does not include
      appropriate data and information, or because the available data and
      information raise questions about safety of the notified substance); or
| |    |                                                                                                                                                                                                                                                                                                       
| | 3. | the FDA has, at the notifier's request, ceased to evaluate the GRAS
      notice.                                                                                                                                                                                                                     

A substance is GRAS notified
when, after reviewing the GRAS notification, the FDA responds with a
no-objection letter if it is satisfied with the submission.

On August 30, 2010, Burcon
announced that the U.S. Food and Drug Administration issued a no objection
letter with respect to Puratein® and Supertein® canola
protein isolates. This response indicates that the FDA has no objection to the
conclusion that Puratein® and Supertein® are Generally
Recognized as Safe (GRAS) among qualified experts for use alone or together as
an ingredient in dairy products, grain products, fruit and vegetable juices and
beverages, salad dressings, meal replacements and nutritional bars.

***Nutratein®***

*Human Food*

Burcons Nutratein®
canola protein extraction process allows for the production of a canola protein
that is rich in both of the two major storage proteins found in canola: napin
and cruciferin. Nutratein®is a blended canola protein isolate that
consists of the napin-rich protein fraction (Supertein®) and the
cruciferin-rich protein fraction (Puratein®) of canola.

The FDA has issued a no objection
letter with respect to Puratein® and Supertein® canola
protein isolates. This response indicates that the FDA has no objection to the
conclusion that Puratein® and Supertein® are GRAS for
their intended uses in human food.

Burcons management believes that
a substantial equivalence claim, based on the similarities to
Puratein® and Supertein® canola protein isolates, can be
made in regard to Nutratein® canola protein isolate being Generally
Recognized as Safe (GRAS) for its intended uses in human food applications. In
order to obtain a substantial equivalence claim, Burcon is required to submit to
the FDA a summary of its scientific and regulatory assessment of the food in the
form of a New Protein Consultation (NPC) document. The summary will include
information regarding Nutratein® such as protein characterization,
compositional analysis, protein uses and levels of intake and the applicants
conclusion on the safety and nutritional assessment of the protein.

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- 44 -

Following the submission, the FDA
responds to the applicant by letter indicating one of the following:

| | 1. | the FDA does not question the basis for the applicants determination
      that the product is not materially different in any respect relevant to
      food safety from other canola protein isolate varieties;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                   
| | 2. | the FDA requires additional information on this protein product in
      order to determine a safety conclusion; or                                                                                               
| |    |                                                                                                                                                                                                                   
| | 3. | the FDA has, at the applicants request, ceased to evaluate the NPC.                                                                                                                                              

*Animal Feed*

Nutratein® canola
protein isolate is a nutritional and functional protein ingredient that offers a
compelling alternative source of protein for animal feed manufacturers. Animal
feed, and in particular, high-valued feed replacers are currently dominated by
the use of high-cost whey protein concentrates (WPC). Burcons
Nutratein® canola protein isolate has the nutritional value that
could compete with WPC.

Although Nutratein®
canola protein isolate is extracted from canola meal which is currently being
used as a protein ingredient in livestock feed, regulatory approvals for
Nutratein® as a novel feed ingredient will still be required.

The regulatory approval process
in the United States for Nutratein® canola protein isolate as an
animal feed ingredient requires a submission of a GRAS Notification to the FDAs
Center for Veterinary Medicine (CVM), Division of Animal Feeds, indicating scientific evidence of
Nutratein®s safe and intended uses in animal feed. The regulatory
process is similar to the GRAS Notification process for Burcons
Puratein® and Supertein® canola protein isolates. A
substance is GRAS notified when, after reviewing the GRAS notification, the FDA
responds with a no-objection letter if it is satisfied with the submission.

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- 45 -

The CVM regulates the manufacture
and distribution of food additives and drugs that will be given to animals.
These include animals from which human foods are derived, as well as food
additives and drugs for pet (or companion) animals.

***Europe***

***Puratein®
and Supertein®***

Where a new ingredient has not
been used to a significant degree in human food in the EU market prior to May
1997, the ingredient is regarded as a novel food ingredient and would be
regulated under the 1997 Regulation (EC) No 258/97 concerning Novel Foods and
Novel Food Ingredients.

Food supplement products are
marketed in Europe as foodstuffs or medicines depending on the indication of the
product. A "foodstuff" is defined as any substance or product, whether
processed, partially processed or unprocessed, intended to be ingested by
humans. The use of Puratein® canola protein isolate and
Supertein® canola protein isolate in pill or powder form for use in
supplement type products (e.g. energy bars and drinks) would categorize the
ingredients as a foodstuff in Europe, provided that no health related claims
were declared.

According to the EU novel food
regulations, a novel food application must contain a general description of the
novel food, including technical data and categorization. The application should
outline the rationale justifying that Puratein® canola protein
isolate and Supertein® canola protein isolate is in fact "novel" as
prescribed under the regulations. The EU has formulated a Scientific Committee
for Food which evaluates various classes and subclasses of novel foods.
Puratein® canola protein isolate and Supertein® canola
protein isolate fall under two subclasses depending on whether it was obtained
from genetically or non-genetically modified canola meal.

The European Commission has
revised its novel food approval process, where approval in one member state is
valid in all member states unless an objection is raised. Previously, approval
from all member states was required that resulted in a processing time of more
than three years. Following a no-objection response from the member states, the
novel food ingredient can be marketed in all EU countries. Burcon will therefore
be required to meet all requirements prescribed under the EUs novel foods regulation for marketing Puratein® canola protein isolate and Supertein®canola protein isolate.

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- 46 -

***Canada***

***Puratein®,
Supertein® & Nutratein®***

The manufacture and sale of
Puratein®, Supertein® and Nutratein®canola
protein isolates is subject to compliance with regulatory regimes in Canada that
require a manufacturer to demonstrate a products safety as a food.

These activities are governed by
the federal Food and Drugs Act and Regulations, which are administered by
the Food Directorate, Health Products and Food Branch of Health Canada, a
Canadian government agency. The Food and Drug Regulations require a
manufacturer to notify the Food Directorate in writing of its intention to sell
or advertise for sale of a novel food.

In Canada, each of
Puratein®, Supertein® and Nutratein® canola
protein isolate is considered a novel food, meaning a food that does not have
a history of safe use in humans or that has been manufactured by a process that
has not been previously applied to it and which causes it to undergo a major
change.

The regulatory pathway to product
acceptance requires a submission of a Safety Assessment Data Package to Health
Canada that includes details such as novel extraction process, nutritional,
toxicology and allergenicity considerations. The package must also include
specific information on the novel foods intended use and directions for its
preparation, as well as the text of all labels to be used in connection with the
novel food.

The steps toward obtaining
approval as a novel food include the following:

| | preliminary consultation and meetings with Health Canada
      officials to review the characteristics and make-up of the product and
      obtain guidance on the Safety Assessment Data Package;                                                                                                                                                        
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                           
| | toxicology tests conducted by recognized research and
      testing facilities to provide evidence of the safety of the product; and                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                           
| | submission to Health Canada Food Directorate of a Novel
      Food Notification that includes a description of the product, its
      development and intended uses; details of the procedures for
      manufacturing; packaging and storing the product; information regarded
      expected levels of consumption; and results of the toxicology tests;

|  |                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | safety assessment of the novel food by the relevant
      bureau of the Food Directorate and presented to the Food Rulings Committee
      for consideration; and

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- 47 -

| | Health Canada issues a no objection letter to the sale of
      novel food product as human food in Canada as specified in the
      notification.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------

Review of the Novel Food
Notification by Health Canada will determine whether the toxicology test
information is sufficient to establish safety of the product or whether any
additional testing is required. During fiscal 2011, Burcon investigated the
process for approval of Puratein® canola protein isolate and
Supertein® canola protein isolate as novel foods in Canada. Until
Burcon has secured a strategic partner for Puratein®,
Supertein® and Nutratein®, Burcon does not intend to
pursue regulatory approval as a food ingredient for these canola proteins in
Canada. However, there is no assurance that Health Canada will approve the
product or will not require further testing.

***Nutratein®***

*Animal Feed*

In accordance with the federal
Feeds Act and Regulations, an application for a novel feed
ingredient such as Nutratein® canola protein isolate is submitted to
the Canadian Food Inspection Agency (CFIA), Animal Feed Division which
approves feed ingredients and registers feed products in order to verify that
feeds meet:

| |  | standards for safety and usefulness, and                                                                                                                  
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                           
| |  | regulatory requirements for labelling, prior to
      importation, manufacture or being offered for sale to livestock producers
      and other customers.

The safety and efficacy
evaluations are conducted by staff of the Animal Feed Division. The review of a
submission to register a novel feed or ingredient involves a complete assessment
of product safety (to livestock, workers, food and the environment), a review of
data supporting the intended purpose of the product, an assessment of the
product's compliance with regulatory standards and a review of the label for
compliance with the Feeds Regulations.

Estimated Timelines

Obtaining "novel food" status in
Europe and Canada for Puratein® and Supertein® could take
between 1 1/2 and 2 1/2 years. The entire process for obtaining a GRAS
substantially equivalent status for Nutratein® canola protein isolate
in the United States  from submission to receiving a no objection letter 
could take between one to two years. These estimates are based on the assumption
that there are no major issues raised by the applicable
regulatory authorities. See "Risk Factors". Burcons Supertein® and
Puratein® canola protein isolates have now been GRAS-notified in the
United States. Burcon has determined that it will postpone the process for
pursuing regulatory approval of Puratein® and Supertein® in Canada and Europe and Nutratein® in the United States and Canada
until Burcon has secured a strategic partner for these products and the terms of
a strategic alliance have been determined with a strategic partner.

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- 48 -

Risk Factors

***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 AIF, Burcon has been granted a
total of 200patents in various countries including patents covering
composition of matter and a number of key processes for producing and using
Burcons soy, canola and flax protein products as functional food and beverage
ingredients. Of those patents, 61 have been granted in the United States.
Countries in which Burcon holds issued patents or has filed patent applications
are: Australia, Brazil, Canada, China, Hong Kong, India, Japan, the European
Union, Mexico, New Zealand, Russia, South Africa, South Korea and the United
States. Currently, Burcon has over 375 patent applications that are being
reviewed by the patent offices in those countries.

The patent positions of food
processing and manufacturing businesses, including Burcons, are uncertain and
involve complex legal and factual questions for which important legal issues are
largely unresolved. For example, the coverage claimed in a patent application
can be significantly reduced before a patent is issued. There can be no
assurance that any of Burcons pending patent applications will result in the
issuance of patents, that Burcon will develop additional proprietary products
that are patentable, that any patents issued to Burcon will provide it with
adequate protection or any competitive advantages, that such patents will not be
successfully challenged by any third parties or that the patents of others will
not impede Burcons ability to commercialize its technology. Furthermore, there
can be no assurance that others will not independently develop products or
technologies similar to Burcons or, if patents are issued to Burcon, design
around any patented products developed by Burcon.

Publication of discoveries in the
scientific or patent literature often lag behind actual discoveries. As a
consequence, Burcon cannot be certain that it was the first creator of
inventions covered by issued patents or pending patent applications or that it was the first to file patent applications for such
inventions. Moreover, Burcon might have to participate in interference
proceedings declared by the United States Patent and Trademark Office or other
proceedings outside the United States, including oppositions, to determine
priority of invention or patentability. An unfavourable outcome in an
interference or opposition proceeding could preclude Burcon from selling
products using the technology or require Burcon to obtain license rights from
prevailing third parties. There is no guarantee that any prevailing party would
offer Burcon a license or that Burcon could acquire any license made available
to it on commercially acceptable terms. There can be no assurance that the
patents that Burcon has received or may be able to obtain in the future would be
held valid or enforceable by a court or that a competitors technology or
product would be found to infringe such patents.

---

- 49 -

Part of Burcons intellectual
property is in the form of trade secrets and knowhow and may not be protected by
patents. There can be no assurance that Burcon will be able to protect its trade
secrets. To help protect Burcons rights, Burcon requires its employees,
consultants, advisors and collaborators to enter into confidentiality
agreements. There can be no assurance that these agreements will provide
meaningful protection for Burcons trade secrets, know-how or other proprietary
information in the event of any unauthorized use or disclosure.

***Protection of
Intellectual Property is Expensive***

Burcons future success and
competitive position depends in part on its ability to obtain and maintain
certain proprietary intellectual property rights used in its principal product
candidates. Any such success may be achieved in part by prosecuting claims
against others who it believes are infringing its rights and by defending claims
of intellectual property infringement brought by its competitors and others.
Burcons involvement in any such intellectual property litigation could result
in significant expense incurred by Burcon, adversely affecting the development
of product candidates or sales of such challenged product or intellectual
property and diversion of efforts of Burcons technical and management
personnel, whether or not such litigation is resolved in Burcons favour. Some
of Burcons competitors may be able to sustain the costs of complex patent
litigation more effectively than Burcon because they have substantially greater
resources. Uncertainties resulting from the initiation and continuation of any
litigation could have a material adverse effect on Burcons ability to continue
its operations. In the event of an adverse outcome as a defendant in any such
litigation, Burcon may, among other things, be required to:

| | pay substantial damages;                                                                                                                             
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                      
| | cease the development, manufacture, use or sale of
      product candidates or products that infringe upon the intellectual
      property of others;

|  |                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------
| | expend significant resources to design around a patent or
      to develop or acquire non-infringing intellectual property;

---

- 50 -

| | discontinue processes incorporating infringing
      technology; or
|- | -------------------------------------------------------------------
|  |                                                                    
| | obtain licenses to the infringing intellectual property.           

No assurance can be provided that
Burcon would be successful in such development or in the acquisition of
non-infringing technology or that such licenses for such infringing technology
would be available upon reasonable terms, if at all. Any such development,
acquisition or license could require the expenditure of substantial time and
other resources and could have a material adverse effect on Burcons business
and financial results. If Burcon does not obtain such licenses, it could
encounter delays in the introduction of products or could find that the
development, manufacture or sale of products requiring such licenses could be
prohibited.

Should third parties file patent
applications, or be issued patents claiming technology also claimed by Burcon in
pending applications, Burcon may be required to participate in interference
proceedings with the United States Patent and Trademark Office, or other
proceedings outside the United States, including oppositions, to determine
priority of invention or patentability, which could result in substantial cost
to Burcon even if the eventual outcome were favourable to Burcon.

In an effort to conserve cash
resources, Burcon decided to abandon certain non-core canola patents and canola
patent applications during fiscal year 2014 which it deemed to be non-essential
or redundant for the purposes of achieving its strategic objectives.

***The Timeline for
Development and Commercialization of New Food Products Can Be
Long***

Burcon acquired the initial canola protein extraction
technology from Burcon-MB in October 1999. Since then, it has conducted research
and development on a number of plant proteins. 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 AIF, 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. In addition, Burcon has not
commercialized any of its other products, and accordingly, has not begun to
market or generate significant revenues from the commercialization of these products. There can be no assurance that any of its
products will: meet applicable food regulatory standards; obtain required
regulatory approvals in countries where such approvals have yet to be sought; be
capable of being produced in commercial quantities at reasonable costs; or 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. Although
Burcon is in discussions with certain potential partners for Peazazz® pea protein, no strategic alliance has yet been formed. Burcon must secure a
strategic partner for its 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.

---

- 51 -

***Burcon Has a History
of Net Losses and Negative Operating Cash Flow and May Never Achieve
Profitability***

Burcon has accumulated net losses
of approximately $77.6million 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 has reported minimal royalty revenue during fiscal 2013
to 2016. Although Burcon expects to receive royalty payments from ADM pursuant
to the License and Production Agreement, the magnitude of 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 its accumulated
net losses will increase as it continues to commercialize its products, its
research and development and its product application trials. Burcon expects to
continue to incur substantial losses for the foreseeable future. Burcon cannot
predict if it will ever achieve profitability and, if it does, it may not be
able to sustain or increase its profitability.

Burcons ability to achieve and
maintain profitability will depend on, among other things, the market's
acceptance of any of its products that receive regulatory approval. 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                                                                                  
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                     
| | 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.

***Market Conditions***

Burcon completed a rights
offering of its common shares in April  2015 and issued a convertible
note in May 2016. Although Burcon has sufficient funds to operate until January
2017, it may need to raise capital in the near future in order to meet its
business objectives. However,
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 will be available on
acceptable terms, if at all.

---

- 52 -

***Financing
Requirements***

Since acquiring Burcon-MB on
October 8, 1999, Burcon has raised gross proceeds of approximately $66.2 million
from the sale or issuance of equity securities. Developing Burcons products and
conducting product application trials is capital intensive. As at the March 31,
2016 balance sheet date, Burcon had $2.5 million in cash and cash equivalents.
Including the net proceeds of $1.93 million from the issuance of the convertible
note on May 12, 2016, management estimates that these cash resources are
sufficient to continue the current level of operations until January, 2017.
Therefore, Burcon may need to raise additional capital to fund its objectives
and operations. Additional financing may not be available on acceptable terms,
if at all. If Burcon raises funds by issuing more equity securities, holders of
common shares will experience dilution. 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. Burcon may also be forced to license technologies to others that it
would prefer to develop internally.

***Product and Market
Related Risks***

The long-term success of
Puratein®, Supertein® and Nutratein® canola
protein isolates, CLARISOY soy protein and Peazazz® pea
protein hinges upon market acceptance by food and feed ingredient manufacturers
and suppliers in numerous product applications. Burcon has not yet secured a
strategic partner for its technology for producing Puratein®,
Supertein®and Nutratein® canola protein isolates or
Peazazz® pea protein. If Burcon is unable to secure a strategic
partner to assist in establishing credibility, market acceptance of and the
commercialization of its products may be delayed or unsuccessful. The commercial
products manufactured using Burcons protein and extraction technologies must
exhibit certain functional and nutritional characteristics to garner any market
share in the industries that are targeted. There can be no assurance that
Burcons products will meet industry standards. Even though Puratein®
, Supertein®and Nutratein® canola protein isolates,
CLARISOY soy protein and Peazazz® pea protein may be found to be functionally acceptable in product applications,
there is no assurance that they will obtain market acceptance and within a
reasonable time frame. Burcons products have only been produced in small scale
batches, and the majority of food or feed ingredient manufacturers will require
a substantial testing phase and demonstration of consistent delivery and
production capabilities for commercialization. Without this capability, market
acceptance of Puratein®, Supertein®, and
Nutratein® canola protein isolates, and Peazazz® pea
protein may be delayed.

---

- 53 -

There are many large companies in
the marketplace that manufacture and produce mature and well-known protein
ingredients that have been used for many years. These companies also possess far
greater financial, marketing and human resources than Burcon. Products such as
dried egg white and soy protein isolate have been used in the food processing
industry for years with successful results. These protein ingredients are proven
to be functional, technologically sound, readily available and reliable. Burcon
recognizes that it must devote resources and energy over a long period of time
to develop these markets as they tend to be quite conservative. Food companies
rely on taste, appearance and health appeal to sell their products and they are
unlikely to accept even a lower priced product without comparable or superior
functionality. Major companies in the food processing industry have invested
hundreds of millions of dollars in brand and product development and will avoid
ingredients or processes that may be of questionable or unproven benefit.

***Consumer Acceptance***

There is a continuing public
issue regarding food products derived from genetically modified organisms
("GMOs"). Genetic modification, where a plants genetic makeup is altered
by insertion, deletion or reversal of genes, often from an entirely different
organism, should not be confused with traditional plant breeding techniques
which have been used for generations to selectively breed plants with desirable
traits. In fact, canola is a variation of rapeseed developed by Canadian plant
breeders using traditional techniques.

The GMO debate centres on the
issue of whether food products derived from GMOs pose potential health risks to
consumers and/or the environment. Burcons processes for extracting a protein
isolate from canola meal and soy are equally effective with starting materials
from either GM or non-GM sources and can also utilize oilseed meals other than
canola or soy. Therefore, if Burcon chooses to use starting materials from a GMO
source, the resultant protein isolate may be less acceptable to some
consumers.

***Government Regulatory
Approval***

The approval, manufacture and
sale of food ingredients in Canada, the United States and Europe, such as
Burcons products, are governed by regulatory regimes in those countries which
require a manufacturer to be able to demonstrate a products safety. In order to
obtain approval to market a product, a manufacturer may be required to undertake
controlled research and testing, which will be subject to government review and
approval. There is a risk that government approval may not be received in a
timely fashion or at all. See Obtaining Regulatory Approval for Marketing
Puratein®, Supertein®and Nutratein®.

---

- 54 -

***Rapid Technological
Change***

The food processing industry is
subject to rapid and substantial technological change. There can be no assurance
that developments by others will not render Burcons products or technology
non-competitive or that Burcon will be able to keep pace with technological
developments.

***Significant
Competition***

Technological competition among
food industry participants is intense and is expected to increase. Many
competitors and potential competitors of Burcon have substantially greater
product development capabilities and financial, scientific, marketing, and human
resources than Burcon. Other companies may succeed in developing products
earlier than Burcon, obtaining regulatory approvals for such products more
rapidly than Burcon or in developing products that are more effective than those
proposed to be developed by Burcon. While Burcon will seek to expand its
technological capabilities in order to remain competitive, there can be no
assurance that research and development by others will not render Burcons
technology or products obsolete or non-competitive.

***Lack of Commercial
Manufacturing Experience***

Burcon has not yet manufactured
any products in substantial quantity. To be successful, Burcons products must
be manufactured in commercial quantities in compliance with regulatory
requirements and at acceptable cost. In order to manufacture its products in
commercial quantities, if it elects to do so, Burcon will need to develop its
own manufacturing facilities or contract with third parties to manufacture its
products. Developing its own commercial scale manufacturing facilities will
require Burcon to raise substantial funds and to retain additional management
and technical personnel who have manufacturing experience. No assurance can be
given that Burcon will be able to make the transition to commercial production.

***Ability to Hire and
Retain Key Personnel***

Burcon is highly dependent on its
senior management and scientific and technical personnel. The competition for
qualified personnel in the food industry is intense, and Burcon relies heavily
on its ability to attract and retain qualified managerial, scientific and
technical personnel. In addition, Burcons ability to manage growth effectively
will require it to continue to implement and improve its management systems and
to recruit and train new employees. There can be no assurance that Burcon will
be able to attract and retain skilled and experienced personnel.

---

- 55 -

***Reliance on Key
Personnel***

Burcon is dependent on certain
members of its management and the loss of the services of one or more of these
individuals could adversely affect the Company. Neither Burcon nor Burcon-MB has
purchased key man insurance on behalf of any member of Burcons and/or
Burcon-MBs senior management.

***Product Liability***

Food products involve an inherent
risk of product liability claims and associated adverse publicity. There can be
no assurance that Burcon will be able to obtain or maintain product liability
insurance on acceptable terms or with adequate coverage against potential
liabilities. Such insurance is expensive and may not be available in the future
on acceptable terms, or at all. The inability to obtain sufficient insurance
coverage on reasonable terms or to otherwise protect against potential product
liability claims could prevent or inhibit the commercialization of Burcons
potential products.

DIVIDEND RECORD AND POLICY

There are no restrictions that
could prevent Burcon from paying dividends provided that Burcon has retained
earnings from which such dividends can be paid. Burcon has not declared any
dividends on its Common Shares. The Companys directors have determined that
dividends will not be paid until a number of years after it receives revenues
from the commercial production of its products, and will only be paid if the
directors believe that to do so would be in the best interests of the Company
and its shareholders.

DESCRIPTION OF CAPITAL STRUCTURE

The authorized share capital of
Burcon consists of an unlimited number of Common Shares without par value. Each
holder of Common Shares is entitled to one vote in respect of each Common Share
held by such holder at meetings of shareholders. In the event of the
liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary or any other
distribution of its assets among its shareholders, the holders of Common shares
will be entitled to receive the remaining property or assets of the Company
available for distribution pro rata, in proportion to the number of Common
Shares held. As at June 27, 2016, 35,832,750 Common Shares were issued and
outstanding. In addition, the Company has 2,975,579 outstanding incentive
options to purchase Common Shares. The Company also has outstanding warrants to
purchase up to 388,011 Common Shares issued to certain guarantors pursuant to
the rights offering completed in April 2015. Burcon issued the Note in May 2016
which is convertible into common shares. See General Development of the
Business.

---

- 56 -

MARKET FOR SECURITIES

The Common Shares have been
listed and trade on the TSX under the symbol "BU" since June 18, 2009 and NASDAQ
since October 27, 2011. Prior to their listing on the TSX, the Common Shares
were listed and traded on the TSXV under the symbol BU. The following table
sets forth, for the periods indicated, the reported high and low closing prices
and total volume of trading of the Common Shares on the TSX (Canadian dollars)
and NASDAQ (US dollars):

TORONTO
      STOCK EXCHANGE**
    NASDAQCalendar Period
    High (C$)
    Low (C$)
    Total
      Volume
    High (US$)
    Low (US$)
    Total
      VolumeApril 2015
    3.10
    2.55
    578,941
    2.51
    2.11
    311,544May 2015
    3.24
    2.71
    284,453
    2.61
    2.25
    166,737June 2015
    3.18
    2.65
    352,403
    2.64
    2.13
    245,354July 2015
    2.94
    2.34
    409,621
    2.335
    1.81
    284,508August 2015
    2.85
    2.29
    205,175
    2.1892
    1.75
    301,458September 2015
    2.56
    2.25
    167,496
    1.9519
    1.69
    90,620October 2015
    2.50
    2.25
    116,242
    1.9235
    1.72
    92,750November 2015
    2.46
    2.05
    191,525
    1.84
    1.51
    22,100December 2015
    2.31
    1.72
    386,062
    1.65
    1.2699
    271,712January 2016
    2.26
    1.86
    225,902
    3.10
    1.26
    203,163February 2016
    3.55
    2.00
    665,689
    2.61
    1.4201
    852,070March 2016
    3.60
    3.02
    449,915
    2.78
    2.26
    200,100


_________________

** Source: TMXMoney.com  Source: NASDAQ.com

---

- 57 -

The following table summarizes the five year annual high and
low closing prices for the Common Shares on the TSX (Canadian dollars) and on
NASDAQ (US dollars) from April 1, 2011  March 31, 2016.

TORONTO
      STOCK EXCHANGE
    NASDAQ§§Fiscal Year Ended
    High
      (C$)
    Low
      (C$)
    High
      (US$)
    Low
      (US$) 1.26March
      31, 2016
    3.60
    1.72
    3.10March
      31, 2015
    4.77
    2.30
    4.33
    1.86March
      31, 2014
    5.57
    2.26
    4.98
    2.18March
      31, 2013
    7.55
    3.01
    7.40
    2.85March
      31, 2012
    10.40
    5.61
    10
    5.38


The following table sets forth the high and low closing prices
of the Common Shares traded on the TSX (Canadian dollars) and NASDAQ (US
dollars) during each of the quarters in the two year period from April 1, 2014
 March 31, 2016.

TORONTO
      STOCK EXCHANGE
    NASDAQ§§Quarter Ended
    High
      (C$)
    Low
      (C$)
    High
      (US$)
    Low
      (US$)March 31, 2016
    3.60
    1.86
    3.10
    1.26December 31, 2015
    2.50
    1.72
    1.9235
    1.2699September 30, 2015
    2.94
    2.25
    2.335
    1.69June 30, 2015
    3.24
    2.55
    2.64
    2.11March 31, 2015
    3.58
    2.63
    2.88
    2.23December 31, 2014
    3.37
    2.30
    2.96
    1.86September 30, 2014
    4.34
    3.20
    3.99
    3.00June 30, 2014
    4.77
    3.37
    4.33
    3.142


______________________________________________
Source: TMXMoney.com §§ Source: NASDAQ.com

---

- 58 -

The following table sets forth the high and low closing prices
of the Common Shares traded on the TSX (Canadian dollars) and NASDAQ (US
dollars) during each of the most recent six months.

TORONTO
      STOCK EXCHANGE
    NASDAQ§§Month Ended
    High
      (C$)
    Low
      (C$)
    High
      (US$)
    Low
      (US$)May 2016
    2.98
    2.62
    2.37
    2.01April 2016
    3.35
    2.90
    2.5299
    2.26March 2016
    3.60
    3.02
    2.78
    2.26February 2016
    3.55
    2.00
    2.61
    1.4201January 2016
    2.26
    1.86
    3.10
    1.26December 2015
    2.31
    1.72
    1.65
    1.2699


Source: TMXMoney.com §§ Source:
NASDAQ.com

PRIOR SALES

During the fiscal year ended March 31, 2016, the Company issued
the following common shares:

Number of
      common shares
    Issue
      Price per common share
    Date of Issue
    Description of Issuance1,552,044
    $2.26
    April 30, 2015
    Common shares issued pursuant to a rights offering
      circular dated March 23, 2015.7,288
    $2.33
    February 26, 2016
    Common shares issued pursuant to exercise of options
      under the Companys Amended and Restated 2001 Share Option Plan.2,765
    $2.86
    February 26, 2016
    Common shares issued pursuant to exercise of options
      under the Companys Amended and Restated 2001 Share Option Plan.


---

- 59 -

Number of common
      shares
    Issue Price
      per common share
    Date of Issue
    Description of Issuance5,055
    $2.48
    February 26, 2016
    Common shares issued pursuant to exercise of options
      under the Companys Amended and Restated 2001 Share Option Plan.120,629
    $2.78
    March 14, 2016
    Common shares issued pursuant to exercise of compensation
      warrants issued to a guarantor for the standby commitment provided
      pursuant to the rights offering circular dated February 7, 2014.


The following securities convertible into common shares were
issued during the fiscal year ended March 31, 2016:

Options

Number of Options
    Exercise
      Price
    Date of Issue
    Description of Issuance573,834
    $2.33
    November 12, 2015
    Options granted pursuant to the Companys Amended and
      Restated 2001 Share Option Plan.41,120
    $2.76
    February 22, 2016
    Options granted pursuant to the Companys Amended and
      Restated 2001 Share Option Plan.


Warrants

Number of
      Warrants
    Exercise
      Price
    Date of Issue
    Description of Issuance388,011
    $2.26
    April 30, 2015
    Compensation warrants issued to certain guarantors for
      the standby commitment provided pursuant to the rights offering circular
      dated March 23, 2015.


---

- 60 -

DIRECTORS AND OFFICERS

Directors and Officers

The following chart sets out the
name, province or state and country of residence of each director and officer of
the Company, each such persons principal occupation during the past five years,
the period of time each has served as a director or officer of the Company and
the Common Shares beneficially owned or controlled by each of them as at the
date of this AIF. A biography of each director and officer, which includes a
five year history of employment, follows under "Biographies of Directors and
Officers". The term of office of each director will expire at the conclusion of
the Companys next annual meeting.

Name, Position and
      Municipality of Residence
    Principal Occupation
      During the Previous Five Years
    Period as a
      Director of the Company
    Common
      Shares Held
    Options HeldAllan Yap, Chairman of the Board, Chief
      Executive Officer and Director, Hong Kong, China
    Chairman and Chief Executive Officer of Burcon
    Since November 3, 1998
    1,484,261
    244,462Johann F. Tergesen, President, Chief
      Operating Officer British Columbia, Canada
    President and Chief Operating Officer of Burcon
    From November 3, 1998 to September 12,
      2012
    344,988
    314,801Rosanna Chau, Director, Hong Kong, China
    Deputy Chairman and Managing Director of ITC
      Corporation Limited (investment holding)
    Since November 3, 1998
    448,634
    124,462


---

- 61 -

Name, Position and
      Municipality of Residence
    Principal Occupation
      During the Previous Five Years
    Period as a
      Director of the Company
    Common
      Shares Held
    Options HeldDavid Lorne John Tyrrell, Director, Alberta,
      Canada
    Director, Li Ka Shing Institute of
      Virology, University of Alberta since April 2010;
      Distinguished University Professor since 2010; Glaxo
      SmithKline Chair in Virology, Department of Medical
      Microbiology and Immunology, University of Alberta since
      2004; Chief Scientific Officer of KMT (biotechnology company
      in Edmonton) since 2004; Professor of Medical Microbiology
      & Immunology, University of Alberta since 1982
    Since December 1, 2009
    13,712***
    144,462Alan Chan, Director, Hong Kong,
      China
    Executive director of ITC Properties Group Ltd. (property
      development and investment) since March 2010 and ITC
      Corporation Limited (ITC) (investing holding) since March
      2009; Alternate (non- executive) director to Dr. Chan Kwok
      Keung, Charles of PYI Corporation Limited from July 2010 to
      September 2014; Executive director of PYI Corporation
      Limited since November 2011
    Since April 20, 2010
    NIL
    169,462


______________________________________________***
1,535 of these Shares are held by Kathleen Tyrrell (daughter) and 2,555 of these
Shares are held by spouse, Lee Ann Tyrrell.

---

- 62 -

Name, Position and
      Municipality of Residence
    Principal Occupation
      During the Previous Five Years
    Period as a
      Director of the Company
    Common
      Shares Held
    Options HeldMatthew Hall, Director, British
      Columbia, Canada
    Non-executive director of
      Agrifoods International Co- operative since March 2014;
      Director of Happy Planet Foods, Inc. (natural food and juice
      company) since October 2013; Director of Earths Own Food
      Company Inc. (non- dairy beverages company) since October
      2013; Executive in Residence and member of Advisory Board,
      University of Victoria Peter B. Gustavson School of Business
      since May 2011; Associate, Goodbrand (Management
      Consultancy) since May 2011; Principal Consultant, Marketing,
      Communications and Sales at Matt Hall and Associates since
      April 2010
    Since July 12, 2011
    2,213
    144,462


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- 63 -

Name, Position and
      Municipality of Residence
    Principal Occupation
      During the Previous Five Years
    Period as a
      Director of the Company
    Common Shares Held
    Options HeldJ. Douglas Gilpin, Director, Alberta,
      Canada
    Consultant, providing corporate
      governance, corporate director and business advisory services
    Since September 1, 2011
    NIL
    124,462Peter H. Kappel, Director, British
      Columbia, Canada
    Corporate Director
    Since January 28, 2016
    46,651
    41,120Jade Cheng, Chief Financial Officer and
      Treasurer, British Columbia, Canada
    Chief Financial Officer and
      Treasurer of Burcon; Controller of Burcon Group Limited
      (investment company); Director and President of Burcon Group
      Limited since July 2007
    n/a
    210,571
    260,641Randy Willardsen, Senior Vice-
      President, Process, California, UnitedStates
      of America
    Senior Vice-President, Process of
      Burcon; President, Willardsen Consulting & Engineering,
      Inc. (agriculture and biotech industries consulting services)
    n/a
    362,008
    293,801Dorothy Law, Senior Vice- President,
      Legal, Corporate Secretary, British Columbia, Canada
    Senior Vice-President, Legal of
      Burcon since September 2009; Corporate Secretary of Burcon
      since September 2000; Director, Secretary and Corporate
      Counsel of Burcon Group Limited (investment company)
    From December 1998 to April
      2010
    273,615
    260,641


_________________________________***7,801 of
these Common Shares are held by Philip Kappel (son) and 8,254 of these Common
Shares are held by Stefanie Kappel (spouse).

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Name, Position and
      Municipality of Residence
    Principal Occupation
      During the Previous Five Years
    Period as a
      Director of the Company
    Common
      Shares Held
    Options HeldMartin Schweizer, Vice-President,
      Technical Development, Manitoba, Canada
    Vice President, Technical
      Development of Burcon since September 2009
    n/a
    84,133
    200,641TOTAL SECURITIES
    
    
    3,270,786
    2,323,417


Committees

Burcon does not have an executive
committee of its directors. Burcon has an audit committee, a corporate
governance committee and a nominating and compensation committee. The members of
the audit committee consist of J. Douglas Gilpin, Lorne Tyrrell and Peter H.
Kappel. The members of the corporate governance committee consist of Lorne
Tyrrell, J. Douglas Gilpin and Matthew Hall. The members of the nominating and
compensation committee consist of Matthew Hall, J. Douglas Gilpin and Peter H.
Kappel.

Aggregate Ownership of Securities

As at the date of this AIF,
directors and officers of Burcon as a group, beneficially owned, directly or
indirectly, 3,270,786 or 9.13% of the issued and outstanding Common Shares of
the Company. Directors and officers of Burcon and its subsidiaries held options
to acquire an additional 2,323,417Common Shares.

Biographies of Directors and Officers

Allan Yap  Director, Chairman and Chief Executive
Officer

Dr. Yap has over 30 years of
experience in finance, investment and banking and holds an Honorary degree of
Doctor of Laws. Dr. Yap is an executive director and the chairman of both Hanny
Holdings Limited and Rosedale Hotel Holdings Limited as well as Meike
International Holdings Limited, and a non-executive director and the chairman of
SMI Holdings Group Limited, all of which are companies whose shares are listed
on the main board of The Stock Exchange of Hong Kong Limited. He is the chairman
and chief executive officer of China Enterprises Limited, a company whose shares
are traded on the OTC Securities Market in the United States of America. He is
also the executive chairman of Hanwell Holdings Limited and Tat Seng Packaging
Group Ltd., both of which are companies whose shares are listed on the Singapore
Exchange Limited.

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**Johann F.
Tergesen**  President and Chief Operating Officer

Mr. Tergesen was one of the
founding shareholders of Burcon Capital Corp., which acquired B.M.W. Canola Inc.
in October of 1999 and subsequently changed its name to Burcon NutraScience
Corporation. Mr. Tergesen was a director of Burcon from November 3, 1998 to
September 12, 2012. Prior to his role as president and C.O.O. of Burcon, Mr.
Tergesen was vice president and treasurer of BurCon Properties Limited, a real
estate development and ownership company with assets in excess of $3 billion.
Mr. Tergesen has been with the Burcon group of companies since December of 1995.
Mr. Tergesen holds a B.A. in economics from the University of Winnipeg, an
M.B.A. from McGill University, and is a member of the Chartered Professional
Accountants of British Columbia.

**Rosanna Chau** 
Director

Ms. Chau is the Deputy Chairman
and Managing Director of ITC, an investment holding company which has interests
in a diverse portfolio of businesses and the shares of which are listed on The
Stock Exchange of Hong Kong Limited. She is responsible for ITCs operations and
business development and has over 35 years of experience in international
corporate management and finance. Ms. Chau holds a Bachelors Degree in Commerce
at the University of Alberta and a Masters Degree in Commerce at the University
of New South Wales and has been awarded the Certificate in Traditional Chinese
Medicine: A Way to Health at the Chinese University of Hong Kong. She has
professional accounting qualifications and experience in different jurisdictions
and is a fellow member of the Hong Kong Institute of Certified Public
Accountants and the CPA Australia and a member of the Chartered Professional
Accountants of British Columbia. Ms. Chau is a member of the General Committee
of The Chamber of Hong Kong Listed Companies, a nonprofit organization serving
listed companies and other industry bodies in Hong Kong.

**David Lorne John
Tyrrell**  Director

D. Lorne Tyrrell is the Glaxo
SmithKline Chair in Virology in the Department of Medical Microbiology and
Immunology at the University of Alberta. Since 1986, he has focused his research
on viral hepatitis. Supported by Canadian Institute of Health Research and Glaxo
Canada, Dr. Tyrrells work on the development of antiviral therapy resulted in
the licensing of the first oral antiviral agent to treat chronic hepatitis B
infection  lamivudine - in 1998. Dr. Tyrrell holds more than 50 international
patents for his studies on viral hepatitis. Dr. Tyrrell was Dean of the Faculty
of Medicine and Dentistry from 1994  2004 at the University of Alberta and is
currently the Chair of the Board of Directors of the Gairdner Foundation. The
Canada Gairdner International Awards recognizes excellence in medical science
research globally. Dr. Tyrrell has received numerous prestigious awards
including the Gold Medal of the Canadian Liver Foundation (2000), the FNG Starr
Award of the Canadian Medical Association (2004), the Principal Award of the
Manning Awards Foundation (2005) and the Queen Elizabeth II Diamond Jubilee
Medal (2012). Dr. Tyrrell was appointed Officer of the Order of Canada in 2002.
In April 2010, D. Lorne Tyrrell was appointed as the inaugural director of the
Li Ka Shing Institute of Virology at the University of Alberta. On April 28,
2011, Dr. Tyrrell was inducted to the Canadian Medical Hall of Fame. In 2015, he
was awarded the Canada Council for the Arts Killam Prize in Health Sciences.

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**Alan Chan**
Director

Mr. Chan is an executive director
of ITC, ITC Properties, and PYI Corporation Limited. At ITC, Mr. Chan focuses on
private equity, venture capital and corporate finance transactions across
countries and industries. At ITC Properties, Mr. Chan is involved with the
investment and development of commercial, hospitality and residential projects
across Asia. In addition, he is the lead in developing new policies for green
and sustainable practices throughout the group. Mr. Chan is the director of
corporate finance at PYI Corporation Limited. Mr. Chan is also currently an
advisor to BEE Inc. (Bisagni Environmental Enterprise). Prior to joining ITC,
Mr. Chan worked in the Investment Banking Division of Goldman Sachs Group with a
focus on capital raising, mergers & acquisitions and strategic advisory for
financial institutions in Greater China and Southeast Asia. Mr. Chan is a
graduate of Duke University majoring in Political Science - International
Relations and minoring in Philosophy and Economics.

**Matthew Hall **Director

Matthew Hall is a marketing and
consumer packaged goods veteran with unique expertise in step change marketing
initiatives. Mr. Hall had a 31-year career with Nestle, the worlds largest food
and beverage company. As Senior Vice President of Global Marketing and Sales in
Vevey, Switzerland, Mr. Hall led the successful implementation of long-term best
practice changes which resulted in sustained growth and profit results for
Nestle worldwide. Before returning to Canada, Mr. Hall initiated and executed
organizational re-designs and new product launches, introduced leading edge
sustainability processes, along with health, wellness and nutrition programs as
the CEO of Nestle UK Food and Beverage. He is now a Consultant with Goodbrand in
London, England which is a leading advisor to several Fortune 500 companies in
the area of Sustainability and Corporate Social responsibility. Mr. Hall is also
the Chair of the International Board of advisors and is an Executive in
Residence at the Peter B. Gustavson School of Business in Victoria, B.C.,
Canada. Mr. Hall has been a director of Happy Planet Foods, Inc., a natural food
and juice company and Earths Own Food Company Inc., a non-dairy beverages
company, since October 2013. Based in Canada, both Happy Planet and Earths Own
are subsidiaries of Agrifoods International Cooperative Ltd. Since March 2014,
Mr. Hall been on the board of directors of Agrifoods International Cooperative,
located in British Columbia.

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**J. Douglas Gilpin **Director

Douglas Gilpin, FCPA, FCA,
ICD.D., retired from the partnership of KPMG LLP in 1999. In 2008, Mr. Gilpin
received a Life Service Award from The Institute of Chartered Accountants of
Alberta in recognition of 40 years experience in delivering professional
services to business and the community. During his 18 years tenure as a partner
in Advisory Services at KPMG he served as an audit engagement partner. He was a
member of the KPMGs National Quality Assurance, the National Financial
Institutions and Insurance Groups and he was the Quality Assurance Partner for
the Edmonton office for 10 years. Mr. Gilpin has consulted on corporate
governance, including compliance with the Sarbanes Oxley Act 404 and National
Instrument 52-109 reporting for issuers listed on the TSX. Mr. Gilpin has served
as a director of Canada Health Infoway (CHI) and a director of Afexa
Life Sciences Inc. (Afexa), the makers of COLD-FX, where he served as
lead director until June 2011. He currently serves as a director of The
Institute of Health Economics of Alberta (IHE), Alberta Innovates
Technology Futures (AITF) and in 2012 he was appointed to the Board of
the Health Quality Council of Alberta (HQCA). He was the chair of the
governance committee and a member of the audit committee of CHI, and is the
Chair of the audit committee for each of IHE, AITF and HQCA. Mr. Gilpin is
executive chair of The Inspections Group Inc., a privately owned company that
performs safety code inspection services, building, plumbing and gas and
electrical inspections in compliance with the Safe Codes Act of Alberta. Mr.
Gilpin is a member of the Institute of Corporate Directors and received his
ICD.D. designation from the Institute in 2011. Mr. Gilpin was elected as Fellow
of the Institute of Chartered Accountants of Alberta in 2012.

**Peter H. Kappel **Director

Mr. Kappel is a former investment
banker who now manages a private investment portfolio. A former chartered
accountant with KPMG in Vancouver and Frankfurt, he made the transition to
investment banking with JP Morgan (New York/Frankfurt) after business school. He
also served in senior roles at Nomura, Dresdner Kleinwort Wasserstein, Calyon
and DVB Bank in London. In the latter three, he was the Managing Director in
charge of their respective European Securitisation businesses. He was
responsible for many ground breaking transactions, a regular speaker at ABS
conferences and a founding and former executive committee member of the European
Securitisation Forum of the Bond Market Association. He holds an MBA from the
Institut Européen dAdministration des Affaires (INSEAD), a Bachelor of Arts
(Honours) degree in Economics from the University of Victoria and received his
Chartered Accountant designation through the Institute of Chartered Accountants
of British Columbia. Mr. Kappel is on the Board of Partnerships British
Columbia, where he serves as Audit Committee Chair.

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**Jade Cheng** 
Chief Financial Officer and Treasurer

Ms. Cheng has been with the
Burcon group of companies since July 1995, holding various senior financial
positions, including Vice-President, Group Audit and Corporate Secretary of
BurCon Properties Limited until its merger with its subsidiary, Oxford
Properties Group Inc., in May 1998. Prior thereto, Ms. Cheng was a Manager with
the General Practice group of the Vancouver office of Coopers & Lybrand (now
PricewaterhouseCoopers LLP), Chartered Accountants. Ms. Cheng holds a Bachelors
Degree in Economics and a Masters Degree in Business Administration from the
University of British Columbia and is a member of the Chartered Professional
Accountants of British Columbia.

**Randy Willardsen**
 Senior Vice-President, Process

Mr. Willardsen has over 31 years
of experience in the fields of membrane filtration and food, dairy and
biotechnology processes. Mr. Willardsen was the founder of Separation
Technology, Inc., a leading supplier of membrane-based purification equipment
and related services to the food industry with particular emphasis on dairy and
beverage applications. Mr. Willardsen was also co-founder of both Inprotech
Corporation, a supplier of high quality whey proteins to the U.S. market, and
BioPlex Nutrition, a nutritional supplement company focused on formulated
protein supplements. With BioPlex, he served as technical director, and oversaw
manufacturing of all products until the company was sold in 1999. Most recently,
Mr. Willardsen founded Gallo Protein, a partnership with Joseph Gallo Farms to
produce highly purified whey protein isolates.

Mr. Willardsen has worked with
Burcon since April of 2001, and holds a Masters degree in Food Science and
Nutrition from the University of Minnesota.

**Dorothy Law** 
Senior Vice-President, Legal and Corporate Secretary

Ms. Law was a director of Burcon
from December 1998 to April 2010. Ms. Law joined the Burcon group of companies
in August 1997 and acted as corporate counsel. Prior thereto, she was an
associate at the law firm of Lang Michener LLP (now McMillan LLP), practising
primarily in the areas of securities, corporate and commercial law. Ms. Law was
called to the British Columbia Bar and admitted as a member of the Law Society
of British Columbia in August 1996. Ms. Law holds a Bachelor of Laws degree and
a Bachelor of Commerce degree from the University of British Columbia. Ms. Law
was also admitted as a solicitor of the High Court of Hong Kong in May 1999. She
is a non-practising member of the Law Society of Hong Kong.

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**Martin Schweizer**
 Vice President, Technical Development

Dr. Schweizer joined Burcon in
May 2002 as a process-engineering specialist. He relocated from Nancy, France,
where he earned his doctorate at the Institut National Polytechnique de
Lorraine, with an emphasis on the enzymatic hydrolysis of rapeseed proteins.
Prior to his Ph.D. work, Dr. Schweizer studied chemical engineering at the
University of Karlsruhe, Germany, where he specialized in food process
engineering and water technology. Since January 2003, Dr. Schweizer has overseen
Burcons research and development efforts at its Winnipeg Technical Centre.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than as set out below, none
of the directors or executive officers:

a)      is, as
  at the date of the AIF, or was within 10 years before the date of the AIF, a
  director or chief executive officer or chief financial officer of any company
  (including Burcon) that:

i)      was
the subject of an order (as defined in National Instrument 51-102F2) that was
issued while the director or executive officer was acting in the capacity as
director, chief executive officer or chief financial officer; or

ii)     was subject
to an order that was issued after the director or executive officer ceased to be
a director, chief executive officer, or chief financial officer, and which
resulted from an event that occurred while that person was acting in the
capacity as a director, chief executive officer, or chief financial officer.

None of the directors, executive
officers or a shareholder holding a sufficient number of securities of the
Company to affect materially the control of the Company,

a)      is at
the date hereof, or has been within 10 years before the date of this AIF, a
director or executive officer of any company (including Burcon) that while that
person was acting in that capacity, or within a year of that person ceasing to
act in that capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold its assets; or

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b)      has,
within the 10 years before this AIF, become bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency, or become subject to or
instituted any proceedings, arrangement or compromise with creditors, or had a
receiver, receiver manager or trustee appointed to hold the assets of the
director, executive officer or shareholder.

Ms. Rosanna Chau is the Deputy
Chairman and Managing Director of ITC, a company whose shares are listed on The
Stock Exchange of Hong Kong Limited. On November 15, 2005 the Securities and
Futures Commission (the "SFC") of Hong Kong criticized the board of
directors of ITC for breaching Rule 21.3 of the Code on Takeovers and Mergers
(the "Takeovers Code") in respect of the dealing in the securities of
Hanny Holdings Limited ("Hanny") by ITC during an offer period without
the consent of the Executive Director of the Corporate Finance Division of the
SFC. Rule 21.3 of the Takeovers Code restricts share dealings and transactions
by an offeror and parties acting in concert with it during securities exchange
offers. Hanny was involved in a securities exchange offer announced in April
2005. Since ITC held over 20% of the shares of Hanny, it was presumed to be
acting in concert with Hanny under the Takeovers Code. Ms. Rosanna Chau was then
a director of ITC.

Mr. J. Douglas Gilpin was a
director of ViRexx Medical Corp. (ViRexx) until his resignation from
the board of directors of ViRexx on September 14, 2008. On November 18, 2008,
trading in ViRexx shares was suspended by the Alberta Securities Commission for
failure to file interim unaudited financial statements, interim management
discussion and analysis, and certification of interim filings for the interim
period ended September 30, 2008. Similar cease trade orders were issued by the
securities regulatory authorities of British Columbia, Ontario and Quebec. On
November 21, 2008, ViRexx announced that on October 16, 2008, ViRexx filed a
Notice of Intention to make a proposal to its creditors pursuant to the
Bankruptcy and Insolvency Act (Canada). On December 11, 2008, ViRexx announced
the granting of a court order to reorganize ViRexx and to approve the proposal
in the proposal proceedings under the Bankruptcy and Insolvency Act (Canada) and
the Business Corporations Act (Alberta). On December 23, 2008, ViRexx announced
that in accordance with the order for reorganization in such proposal
proceedings, Paladin Labs Inc. had become the sole shareholder of ViRexx and
that ViRexx would be taking steps necessary to cease being a reporting issuer in
Canada and the United States.

Conflicts of Interest

Ms. Rosanna Chau is the Deputy
Chairman and Managing Director of ITC and Mr. Alan Chan is an executive director
of ITC. Mr. Chan is the son of Dr. Chan Kwok Keung, Charles, who holds
approximately 61.4% of the issued share capital of ITC. ITC indirectly owns, as
at the date of this AIF, approximately 20.87% of the issued and
outstanding shares of Burcon.

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- 71 -

In connection with the Note as
described in General Development of the Business, the Lender is a wholly-owned
subsidiary of ITC who in turn is an insider and related party of Burcon. The
issuance of the Note to the Lender (the "Transaction") is considered a
"related party transaction" pursuant to Multilateral Instrument 61-101 
Protection of Minority Security Holders in Special Transactions("MI
61-101") and the following disclosure is provided in accordance with s. 5.2
thereof.

The material terms of the
Transaction are summarized in the section General Development of the Business.
The purpose and business reason for the Transaction was to raise funds so that
Burcon could continue to meet its working capital requirements and use the funds
for the purposes described above. ITC currently holds 7,477,821 Common Shares,
representing approximately 20.87% of the Common Shares outstanding as of June
27, 2016. Assuming full conversion of the Principal Amount at the Conversion
Price, ITC would acquire, indirectly through the Lender, an additional 498,753
Common Shares or 1.39% of the Common Shares outstanding as of June 27, 2016. The
Purchase Agreement and the issuance of the Note was unanimously approved by the
directors of Burcon present at a board meeting held on March 30, 2016, with Mr.
Alan Chan and Ms. Rosanna Chau, who are also directors of ITC, abstaining from
participating in the vote. Other than the Purchase Agreement and the Note to be
issued thereunder described above, Burcon has not entered into any agreement
with an interested party or a joint actor with an interested party (as such
terms are defined in MI 61-101) in connection with the Transaction.

Burcon relied on the exemptions
available under s. 5.5(a) and s. 5.7(a) of MI 61-101 from the formal valuation
and minority shareholder approval requirements, respectively, on the basis that
at the time the Transaction was agreed to (that is, April 7, 2016), the fair
market value of the Note (being $2,000,000) did not exceed 25% of Burcon's
market capitalization (being $115,739,782.50 based on 35,832,750 Common Shares
outstanding as of April 7, 2016 and the five day VWAP of the Common Shares on
the TSX immediately prior to April 7, 2016 of $3.23).

The Company rents its head office
premises from and shares certain office equipment with Burcon Group Limited
(Burcon Group), an indirect wholly-owned subsidiary of ITC. Jade Cheng
and Dorothy Law, officers of the Company, are the directors of Burcon Group.
During fiscal 2016, Burcon paid $74,667 (2015  $70,224) to Burcon Group for the
rental charges. In addition, administrative services are contracted through a
management agreement with Burcon Group. For the year ended March 31, 2016,
Burcon was charged $16,300(2015  $32,511) by Burcon Group for these
services. From April 1, 2015 to March 31, 2016, professional services provided
by Burcon to Burcon Group provided income to Burcon of $16,702 (2015 - $21,812).
These transactions, occurring in the normal course of operations, are measured
at the exchange amount, which is the amount of consideration established and
agreed to by the related parties.

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- 72 -

TRANSFER AGENTS AND REGISTRARS

The Companys co-transfer agents
and co-registrars for its Common Shares are Computershare Investors Services
Inc. at its principal transfer offices in Vancouver, British Columbia and
Toronto, Ontario and Computershare Trust Company N.A. at its principal transfer
office in Denver, Colorado.

MATERIAL CONTRACTS

Burcon is a party to the
following material contracts, copies of which are available on SEDAR at
www.sedar.com:

Convertible Note Purchase Agreement with Large Scale
Investments Limited

On April 7, 2016, Burcon
announced that it had entered into the Purchase Agreement with the Large Scale
Investments Limited (the Lender), a wholly-owned subsidiary of ITC,
pursuant to which it will issue the Note for the Principal Amount.

Funding by the Lender and the
issuance of the Note occurred on May 12, 2016. The Note bears interest at a rate
of 8% per annum, calculated daily, compounded monthly. Interest will accrue on
the Principal Amount and will be payable on the earlier of three years from the
date of issuance of the Note, the occurrence of an event of default as set out
in the Note or voluntary prepayment by Burcon (the "Maturity Date").

The Lender may convert the
Principal Amount in whole or in part into common shares in the capital of Burcon
at any time commencing on or after July 1, 2016 and up to and including the
Maturity Date at a conversion price of $4.01 per common share (the
"Conversion Price"), subject to adjustment in certain circumstances. The
Conversion Price represents a premium of approximately 24% over the volume
weighted average trading price ("VWAP") of the common shares on the
Toronto Stock Exchange (the "TSX") for the 5 trading days immediately
before April 7, 2016. Burcon also has the right, before the Maturity Date, upon
written notice to the Lender of not less than 30 days, 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%. At any time on or after
July 1, 2016 and up to the end of such 30-day notice period, the Lender will
have the right to convert the Principal Amount in full or in part, into common
shares at the Conversion Price.

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- 73 -

The Note and any common shares issued upon the conversion of
the Note will be subject to a four month hold period under applicable Canadian
securities laws.

The payment of the Principal
Amount and all accrued and unpaid interest thereon will be subordinated in right
of payment to any amount owing in respect of secured indebtedness of Burcon.
Subject to prior TSX approval and the consent of the Lender, Burcon may pay any
interest that is due and payable under the Note through the issuance of common
shares at a conversion price equal to the VWAP of the common shares on the TSX
for the 5 trading days immediately prior to the date such interest is due and
payable.

Standby Commitment Agreement with ITC, E-Concept and
I-Global

On March 23, 2015, Burcon entered
into a standby commitment agreement with ITC, E-Concept and I-Global in
connection with the 2015 Standby Commitment. See General Development of the
Business.

License and Production Agreement with ADM

On March 4, 2011, Burcon and
Burcons wholly-owned subsidiary, Burcon NutraScience (MB) Corp. (together
referred to for this section only, as Burcon) entered into a license
and production agreement (the License and Production Agreement) with
ADM. Pursuant to the License and Production Agreement, Burcon has granted to ADM
an exclusive, royalty-bearing, worldwide license (the License) to use
and exploit Burcons soy protein technology solely to make, have made, use,
market and sell soy protein products (the Soy Products) that use,
incorporate or are derived from any Burcon technology. ADM has agreed to use
reasonable commercial efforts to design, build and commission an initial
production facility (the Semi-works Production Facility) within a
specified amount of time after it receives permit approval from the US
Environmental Protection Agency (EPA Approval Date) to manufacture the
Soy Products. ADM will also, within a time specified under the License and
Production Agreement, provide written notice to Burcon to advise whether it will
or will not increase its annual production capacity of the Products beyond the
capacity of the Semi-works Production Facility (Full Commercial
Production). The License and Production Agreement provides each party the
right to convert the exclusive license to a non-exclusive license under certain
conditions.

In consideration of the License,
ADM will pay to Burcon running royalties based on the net revenue (as defined in
the License and Production Agreement) in relation to the sale of the Soy
Products which fall within the scope of the Burcon Technology. ADM will pay
quarterly royalties (the Pre-production Royalty) to Burcon from the EPA
Approval Date until the first bona fide arms length sale of Products
manufactured in the Semi-works Production Facility. Once such sale in the
Semi-works Production Facility occurs, ADM will pay to Burcon royalties based on
a percentage of net revenue from the sale of Products (the Semi-works
Production Royalty). If ADM expands production to Full Commercial
Production the royalty rate will be reduced to a lower percentage rate (the
Full Commercial Production Royalty). The Full Commercial Production
Royalty rate will be further reduced if ADM expands production and sale into
certain geographic regions or if ADM achieves a pre-defined further expanded
level of production capacity. The Semi-works Production Royalty and the Full
Commercial Production Royalty rates may also be reduced if the exclusive license
is converted to a non-exclusive license or if certain Burcon patents do not
grant within a specified time.

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- 74 -

If the exclusive license is
converted to a non-exclusive license, Burcon will be entitled to make, have
made, use, market and sell the Soy Products on a non-exclusive basis and to
grant any such rights to any other person. ADM will grant to Burcon an
irrevocable, non-exclusive, royalty bearing license, with a right to sublicense,
to use ADM Improvements (as defined in the License and Production Agreement) to
make, have made, use, market or sell the Soy Products worldwide. If the license
is converted to a non-exclusive license and Burcon chooses to use ADM
improvements, the aggregate royalties payable by Burcon to ADM in any year will
not exceed the aggregate royalties payable by ADM to Burcon in the same
year.

Under the License and Production
Agreement, Burcon will be responsible for filing, prosecution and maintenance of
Burcon patent rights in certain countries. Burcon will also be responsible for
defending any action in which the validity of any Burcon patent right is raised
in any jurisdiction.

Royalties payable under the License will
terminate on the later of the date of expiry of the last to expire of the Burcon
Patent Rights (as defined in the License and Production Agreement) and twenty
years from March 4, 2011. Since March 4, 2011, Burcon has filed additional
patent applications to seek important commercial protection for the production
and use of CLARISOY. ADM has elected to include these applications to the
License and, if granted could lengthen the royalty term under the License and
Production Agreement to at least the year 2035.

INTERESTS OF EXPERTS

The Companys consolidated
financial statements for the year ended March 31, 2016 have been audited by
PricewaterhouseCoopers LLP, Chartered Professional Accountants, of Vancouver,
British Columbia. PricewaterhouseCoopers LLP is independent of the Company in
accordance with the rules of professional conduct of the Chartered Professional
Accountants of British Columbia which govern its professional activities in
British Columbia.

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AUDIT COMMITTEE AND DISCLOSURE UNDER NATIONAL INSTRUMENT
52-110

Under National Instrument 52-110
("NI 52-110"), Burcon is required to disclose in its AIF certain
information concerning the composition of its audit committee and its auditor.
The audit committee carries out the various responsibilities set forth in its
charter, a copy of which is attached to this AIF as Schedule "A".

Composition of the Audit Committee

The audit committee of Burcon is
comprised of J. Douglas Gilpin, Lorne Tyrrell and Peter H. Kappel. Mr. Gilpin is
the chair of the audit committee. All members of the audit committee are
financially literate. Under NI 52-110, an individual is "financially literate"
if he has the ability to read and understand a set of financial statements that
present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of the issues that can
reasonably be expected to be raised by Burcons financial statements. The Board
has determined that J. Douglas Gilpin, a member of the audit committee,
qualifies as an audit committee financial expert as that term is defined by the
NASDAQ listing standards applicable to the Company. Mr. Gilpin was an audit
engagement partner in Advisory Services at KPMG LLP (chartered accountants) for
18 years until 1999. In 2008, Mr. Gilpin received a Life Service Award from The
Institute of Chartered Accountants of Alberta in recognition of 40 years
experience in delivering professional services to business and the community and
was elected as Fellow of the Institute of Chartered Accountants of Alberta in
2012. Dr. Tyrrell has served on the audit committee of the Institute of Health
Economics (Alberta). He was also the Dean of the Faculty of Medicine and
Dentistry of the University of Alberta from 1994 to 2004, during which time he
was responsible for managing a budget of over $300 million. When Dr. Tyrrell
retired from his position, the Faculty reported no debt or deficit. Mr. Kappel
became a member of the audit committee on January 28, 2016. Mr. Kappel holds a
Bachelor of Arts (Honours) degree in Economics from the University of Victoria
and received his Chartered Accountant designation through the Institute of
Chartered Accountants of British Columbia. Mr. Kappel is on the Board of
Partnerships British Columbia, where he serves as Audit Committee Chair. A
member of the audit committee is "independent" if the member has no direct or
indirect material relationship with Burcon, which could, in the view of Burcons
board of directors, reasonably interfere with the exercise of a members
independent judgement. All the members of the audit committee are independent.
The Board has determined that each of the audit committee members is
independent, as that term is defined by the NASDAQ listing standards applicable
to the Company.

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Audit Committee Oversight

During the most recently
completed financial year, all recommendations of the audit committee with
respect to financial reporting and to nomination or compensation of Burcons
external auditor were adopted by the board of directors.

Pre-Approval Policies and Procedures

The charter of the audit
committee requires pre-approval of non-audit services provided by the external
auditor of Burcon. The auditor was engaged to provide certain tax return review
services during the years ended March 31, 2015 and 2014. These services were
pre-approved by the audit committee.

External Auditor Service Fees

Fees billed by
PricewaterhouseCoopers LLP ("PwC") to Burcon for professional services
relating to the last two fiscal years are outlined in the following table.

Nature of Services
    Fees billed by auditor
      for the fiscal year ended March 31, 2016
    Fees billed by auditor
      for the fiscal year ended March 31, 2015Audit
      Fees1
    $60,000
    $59,000Audit-Related
      Fees2
    $46,000
    $99,000Tax
      Fees3
    $5,000
    $4,500All Other
      Fees4
    Nil
    NilTotal
    $111,000
    $162,500


Notes:

(1)   "Audit Fees" include the aggregate fees billed
by PwC relating to the respective fiscal year.

(2)   "Audit-Related Fees" include the aggregate fees
billed for the respective fiscal year for assurance and related services by PwC
that are not reported under "Audit Fees". Fiscal 2016s fees related to the
quarterly reviews of each of the Companys interim financial statements. Of the
$99,000 incurred in Fiscal 2015, $46,000 related to the quarterly reviews and
$22,000 related to services rendered in connection with the Companys rights
offering that completed on April 30, 2015 and $31,000 related to the services
rendered to assist the Companys planning efforts for financing options.

(3)   "Tax Fees" include the aggregate fees billed
for the respective fiscal year for professional services rendered by PwC for tax
compliance and tax advice.

(4)   "All Other Fees" include the aggregate fees
billed for the respective fiscal year for products and services provided by PwC,
other than the services reported under "Audit Fees", "Audit-Related Fees" and
"Tax Fees".

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ADDITIONAL INFORMATION

Additional information relating
to Burcon can be found on the SEDAR website at www.sedar.com.

Additional information, including
directors and officers remuneration and indebtedness, principal holders of
Burcons securities and securities authorized for issuance under equity
compensation plans, is contained in Burcons Management Proxy Circular dated
July 22, 2015 for its most recent annual meeting of shareholders that involved
the election of directors.

Additional financial information
is provided in Burcons financial statements and MD&A for its most recently
completed financial year ended March 31, 2016.

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GLOSSARY

In this AIF, the following terms have the meanings set forth herein:

|ADM                    | Archer-Daniels-Midland Company                                                                                                                                                                                                                                                                                                                                                       
|---------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|Affiliate              | has the meaning set out in the Canada Business
      Corporations Act                                                                                                                                                                                                                                                                                                                
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|albumin                | refers generally to any protein with water solubility,
      which is moderately soluble in concentrated salt solutions, and
      experiences heat coagulation (protein denaturation). Substances containing
      albumin, such as egg white, are called albuminoids                                                                                                               
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|BMW                    | B.M.W. Canola Inc.                                                                                                                                                                                                                                                                                                                                                                   
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|Board                  | the Board of Directors of the Company                                                                                                                                                                                                                                                                                                                                                
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|Burcon or Company      | Burcon NutraScience Corporation                                                                                                                                                                                                                                                                                                                                                      
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|Burcon-MB              | Burcon Nutrascience (MB) Corp. (formerly B.M.W. Canola
      Inc.)                                                                                                                                                                                                                                                                                                                   
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|CLARISOY              | the trade-marked brand name for Burcons soy protein.
      CLARISOYis a trademark of ADM and is licensed to Burcon                                                                                                                                                                                                                                                                 
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|Common Share or Shares | a common share in the capital of the Company                                                                                                                                                                                                                                                                                                                                         
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|E-Concept              | E-Concept Limited                                                                                                                                                                                                                                                                                                                                                                    
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|erucic acid            | fatty acids contained in canola, but not considered
      essential for human growth                                                                                                                                                                                                                                                                                                 
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|FAO                    | the Food and Agricultural Organization                                                                                                                                                                                                                                                                                                                                               
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|FDA                    | the United States Food and Drug Administration                                                                                                                                                                                                                                                                                                                                       
|                       |                                                                                                                                                                                                                                                                                                                                                                                      
|globulin               | this generic term encompasses a heterogeneous series of
      families of proteins, with larger molecules and less soluble in pure water
      than albumin. Globular proteins, or spheroproteinsare one
      of the two main protein classes, comprising "globe"-like proteins that are
      more or less soluble in aqueous solutions (where they form colloidal
      solutions)

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|glucosinolates                   | the sulphur compounds that give mustards their sharp
      taste                                             
|-------------------------------- | -------------------------------------------------------------------------------------------------------------
|                                 |                                                                                                              
|GM                               | genetically modified                                                                                         
|                                 |                                                                                                              
|GMO                              | genetically modified organism                                                                                
|                                 |                                                                                                              
|GRAS                             | generally recognized as safe                                                                                 
|                                 |                                                                                                              
|I-Global                         | I-Global Ltd.                                                                                                
|                                 |                                                                                                              
|ITC                              | ITC Corporation Limited                                                                                      
|                                 |                                                                                                              
|License and Production Agreement | The License and Production Agreement dated March 4, 2011
      made among Burcon, Burcon-MB and ADM          
|                                 |                                                                                                              
|NASDAQ                           | The NASDAQ Global Market                                                                                     
|                                 |                                                                                                              
|Nutratein®                       | the trade-marked brand name for Burcons blended
      cruciferin-rich and napin-rich canola protein isolates
|                                 |                                                                                                              
|PDCAAS                           | protein digestibility corrected amino acid score                                                             
|                                 |                                                                                                              
|Peazazz®                         | the trade-marked brand name for Burcons pea protein                                                         
|                                 |                                                                                                              
|Puratein®                        | the trade-marked brand name for Burcons cruciferin-rich
      canola protein isolate                        
|                                 |                                                                                                              
|Supertein®                       | the trade-marked brand name for Burcons napin-rich
      canola protein isolate                             
|                                 |                                                                                                              
|TSX                              | Toronto Stock Exchange                                                                                       
|                                 |                                                                                                              
|TSXV                             | TSX Venture Exchange                                                                                         
|                                 |                                                                                                              
|U.S. or United States            | the United States of America                                                                                 
|                                 |                                                                                                              
|Winnipeg Technical Centre        | the premises where Burcons research laboratory and pilot
      plant operations are located                 

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SCHEDULE "A"

BURCON NUTRASCIENCE CORPORATION (BURCON) AUDIT
COMMITTEE CHARTER

General Functions, Authority and Role

The purpose of the audit committee is to oversee the accounting
and financial reporting process of Burcon and the audits of its financial
statements, and thereby assist the Board of Directors of Burcon in monitoring
(1) the integrity of the financial statements of Burcon, (2) compliance by
Burcon with legal and regulatory requirements related to financial reporting,
(3) the performance of Burcons external auditors, and (4) the performance of
Burcons internal controls and financial reporting process.

The audit committee has the power to conduct or authorize
investigations into any matters within its scope of responsibilities, with full
access to its auditors and its legal advisors and to all books, records,
facilities and personnel of Burcon. In connection with such investigations or
otherwise in the course of fulfilling its responsibilities under this charter,
the audit committee has the authority to independently retain special legal,
accounting, or other consultants to advise it, and may request any officer or
employee of Burcon, its independent legal counsel or independent auditor to
attend a meeting of the audit committee or to meet with any members of, or
consultants to, the audit committee. Burcon shall provide appropriate funding,
as determined by the audit committee, for payment of (i) compensation to the
external auditor to prepare and issue an audit report or perform other audit,
review or attest services for Burcon, (ii) compensation to any outside advisors
employed by the audit committee, and (iii) ordinary administrative expenses of
the audit committee that are necessary or appropriate in carrying out the audit
committees duties.

Burcons independent auditor is ultimately accountable to the
audit committee, who, in its capacity as a committee of Burcons board of
directors, is directly responsible for appointing, retaining and determining the
appropriate compensation of the external auditor. The audit committee must also
oversee the work of the external auditor engaged for the purpose of preparing or
issuing an audit report or performing other audit, review or attest services for
Burcon, including resolution of disagreements between management and the
external auditor regarding financial reporting. The external auditor must report
directly to the audit committee. In the course of fulfilling its specific
responsibilities hereunder, the audit committee must maintain free and open
communication between Burcons external auditors, Board of Directors and Burcon
management. The responsibilities of a member of the audit committee are in
addition to such members duties as a member of the Board of Directors.

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- 81 -

Membership

The audit committee of the board of directors of Burcon shall
consist of a minimum of three directors. Members of the audit committee shall be
directors appointed by the board of directors and may be removed by the board of
directors at its discretion.

All members of the audit committee shall satisfy the
independence and audit committee composition requirements of all applicable
corporate and securities laws and stock exchange listing standards; provided,
however, that one or more members may be non-independent within the meaning of
all applicable regulations.

All members of the audit committee must be financially
literate, i.e. have the ability to read and understand a set of financial
statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of the issues that
can reasonably be expected to be raised by Burcon's financial statements. At
least one member shall be a financial expert.

The members of the audit committee shall elect, amongst
themselves, one member to act as chairperson on an annual basis.

Responsibilities

The audit committee is responsible for:

| |  | reviewing Burcons interim and annual financial
      statements and managements discussion and analysis related thereto, and
      all annual and interim earnings press releases before they are publicly
      disclosed;                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | ensuring that adequate procedures are in place for the
      review of Burcon's public disclosure of financial information extracted or
      derived from Burcon's financial statements, other than management's
      discussion and analysis and annual and interim earnings press releases,
      and periodically reviewing and updating such procedures;
| |  | establishing procedures for the receipt, retention and
      treatment of complaints received by Burcon regarding accounting, internal
      accounting controls, or auditing matters;                                                                                                                                                                        
| |  | establishing procedures for the confidential, anonymous
      submission by employees of Burcon of concerns regarding questionable
      accounting or auditing matters;                                                                                                                                                                                      
| |  | reviewing and approving Burcon's hiring policies
      regarding partners, employees and former partners and employees of the
      present and former auditor of Burcon;                                                                                                                                                                                     
| |  | reviewing with management, Burcons major financial risk
      exposures and the steps management has taken to monitor and control such
      exposures;                                                                                                                                                                                                      

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| |  | assessing risk areas and policies to manage risk;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | overseeing the work of Burcons external auditors engaged
      for the purpose of preparing or issuing an audit report or related work;                                                                                                                                                                                                                                                                                                                                                                                        
| |  | ensuring Burcons external auditors report directly to
      the audit committee throughout the term of their appointment;                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | ensuring Burcons external auditors provide a formal
      written statement delineating all relationships between the external
      auditor and Burcon, actively engaging in a dialogue with the external
      auditor with respect to any disclosed relationships or services that may
      impact the objectivity and independence of the external auditor and for
      taking, or recommending that Burcons full board of directors take,
      appropriate action to oversee the independence of the external auditor;
| |  | pre-approving all non-audit services to be provided to
      Burcon or Burcons subsidiaries by Burcons external auditor;                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | recommending to Burcons board of directors the external
      auditor to be nominated for the purpose of preparing or issuing an
      auditors report (or any related work), as well as the compensation to be
      paid to the external auditor;                                                                                                                                                                                                                                                                           
| |  | annually reviewing and reassessing the adequacy of this
      charter and recommend any proposed changes to the Board of Directors for
      approval;                                                                                                                                                                                                                                                                                                                                                                          
| |  | reporting committee actions to the Board of Directors
      with such recommendations as the committee may deem appropriate; and                                                                                                                                                                                                                                                                                                                                                                                                
| |  | providing copies of meeting of the audit committee to the
      Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                             

The audit committee does the following main things to discharge
these responsibilities:

| |  | meeting with management and the external auditors at
      least two times per year;                                             
| | - | ---------------------------------------------------------------------------------------------------------------------------------
| |  | meeting separately with each of management and the
      external auditors several times per year as required;                   
| |  | reviewing and approving the annual audit scope and the
      annual audit plan proposed by the auditors;                         
| |  | reviewing carefully and acting on all internal control
      points raised by the auditors in correspondence with management; and
| |  | discussing Burcons compliance with tax and financial
      reporting rules as issues arise.                                     

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