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Exhibit 99.1



BURCON NUTRASCIENCE CORPORATION 1946 West
Broadway Vancouver, B.C.V6J 1Z2



ANNUAL INFORMATION FORM FOR THE YEAR ENDED MARCH 31, 2014



June 23, 2014

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TABLE OF CONTENTS

|PRELIMINARY NOTES                   | 1 
|----------------------------------- | --
|Effective Date of Information       | 1 
|Forward Looking Statements          | 1 
|Currency                            | 2 
|Glossary                            | 2 
|CORPORATE STRUCTURE                 | 3 
|INTERCORPORATE RELATIONSHIPS        | 3 
|GENERAL DEVELOPMENT OF THE BUSINESS | 3 
|Soy                                 | 5 
|Pea                                 | 7 
|Canola                              | 9 
|DESCRIPTION OF THE BUSINESS         | 11
|Functional Value                    | 12
|Nutritional Value                   | 12
|Soy                                 | 13
|Soy Protein                         | 13
|CLARISOY                           | 14
|Soy Protein
      Production        | 16
|Pea                                 | 17
|Peazazz®                            | 18
|Canola                              | 19
|Canola Protein                      | 21
|Puratein®                           | 21
|Supertein                          | 21
|Nutratein®                          | 22
|Research and Development            | 22
|Objectives                          | 23
|Marketing Strategies                | 24
|Plant Protein                       | 25
|Soy Protein                         | 27
|Pea Protein                         | 28
|Canola Protein                      | 28
|Intellectual Property               | 29
|Patents                             | 29
|Granted U.S. Patents                | 30
|Soy                                 | 30
|Canola                              | 30

(i)

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|Flax                                                                                                                | 31
|------------------------------------------------------------------------------------------------------------------- | --
|Patent Strategy                                                                                                     | 31
|Trade-marks                                                                                                         | 32
|Facilities                                                                                                          | 32
|Personnel                                                                                                           | 32
|Competitive Conditions                                                                                              | 33
|Environmental Matters                                                                                               | 35
|Regulatory Approval For Marketing CLARISOY                                                                         | 35
|Regulatory Approval For Marketing
      Peazazz®                                                                    | 36
|Obtaining Regulatory Approval For Marketing
      Puratein®, Superteinand Nutratein®                               | 36
|United States                                                                                                       | 37
|Puratein®and Supertein                                                                                             | 37
|Nutratein®                                                                                                          | 40
|Human Food                                                                                                          | 40
|Animal Feed                                                                                                         | 40
|Europe                                                                                                              | 41
|Puratein®and Supertein                                                                                             | 41
|Canada                                                                                                              | 42
|Puratein®, Supertein&
      Nutratein®                                                                             | 42
|Nutratein®                                                                                                          | 43
|Animal Feed                                                                                                         | 43
|Estimated Timelines                                                                                                 | 44
|Risk Factors                                                                                                        | 44
|Patents and
      Proprietary Rights                                                                                | 44
|Protection of Intellectual Property is Expensive                                                                    | 45
|Early Stage of
      Development                                                                                    | 46
|Burcon
      Has a History of Net Losses and Negative Operating Cash Flow and May Never
      Achieve Profitability | 47
|Market Conditions                                                                                                   | 48
|Financing Requirements                                                                                              | 48
|Product and Market
      Related Risks                                                                              | 48
|Consumer Acceptance                                                                                                 | 49
|Government
      Regulatory Approval                                                                                | 50
|Rapid Technological Change                                                                                          | 50
|Significant
      Competition                                                                                       | 50
|Lack of Commercial Manufacturing Experience                                                                         | 50
|Ability to Hire
      and Retain Key Personnel                                                                      | 51
|Reliance on Key Personnel                                                                                           | 51
|Product Liability                                                                                                   | 51
|DIVIDEND RECORD AND POLICY                                                                                          | 51
|DESCRIPTION OF CAPITAL STRUCTURE                                                                                    | 51

(ii)

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|MARKET FOR SECURITIES                                                 | 52
|--------------------------------------------------------------------- | --
|PRIOR SALES                                                           | 53
|Options                                                               | 53
|DIRECTORS AND OFFICERS                                                | 53
|Directors and Officers                                                | 53
|Committees                                                            | 58
|Aggregate Ownership of Securities                                     | 58
|Biographies of Directors and Officers                                 | 58
|Cease Trade Orders, Bankruptcies, Penalties
      or Sanctions        | 62
|Conflicts of Interest                                                 | 64
|TRANSFER AGENTS AND REGISTRARS                                        | 64
|MATERIAL CONTRACTS                                                    | 65
|License and Production Agreement with ADM                             | 65
|License and Development Agreement with ADM                            | 66
|Amendments to License and Development
      Agreement                 | 67
|INTERESTS OF EXPERTS                                                  | 69
|AUDIT COMMITTEE AND DISCLOSURE UNDER
      NATIONAL INSTRUMENT 52-110 | 70
|Composition of the Audit Committee                                    | 70
|Audit Committee Oversight                                             | 70
|Pre-Approval Policies and Procedures                                  | 71
|External Auditor Service Fees                                         | 71
|ADDITIONAL INFORMATION                                                | 72
|GLOSSARY                                                              | 73
|SCHEDULE "A"                                                          | 75
|AUDIT COMMITTEE CHARTER                                               | 75

(iii)

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PRELIMINARY NOTES

Effective Date of Information

All information in this Annual
Information Form ("AIF") is as of March 31, 2014 unless otherwise
indicated.

Forward Looking Statements

Certain statements in this AIF
may constitute "forward-looking information" which means disclosure regarding
possible events, conditions, acquisitions, or results of operations that is
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 includes, but is not limited to, statements
with respect to the future financial and operating performance of the Company
and its subsidiary. Often, but not always, forward-looking statements can be
identified by the use of words such as "plans", "proposes", "expects", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", or "believes" or variations (including negative variations) of
such words or phrases, or statements that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements
included or incorporated by reference in this AIF include, but are not limited
to, statements with respect to:

- continued development of 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 and commercialization for soy, pea and canola proteins;
- ability to produce proteins and protein isolates in commercial quantities
  with sufficient grade and quality at cost-effective prices;
- construction of production facilities;
- future protection of intellectual property and improvements to existing
  processes and products;

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- regulatory approval;
- input and other costs; and
- liquidity and working capital.

Forward-looking information
involves known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company and its
subsidiary to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking information. As a
result, actual actions, events or results may differ materially from those
described in forward-looking information, and there may be other factors that
cause actions, events or results to differ from those anticipated, estimated or
intended including, without limitation, those referred to in this AIF under the
heading "Risk Factors" and elsewhere. Although forward-looking information
contained in this AIF is based upon what management of the Company believes are
reasonable assumptions, the Company cannot assure investors that actual results
will be consistent with the forward-looking information. Forward-looking
information contained herein is as of the date of this AIF and the Company
disclaims any obligation to update any forward-looking information, whether as a
result of new information, future events or results or otherwise, except as
required by law. There can be no assurance that forward-looking information will
prove to be accurate, as actual results and future events could differ
materially from those anticipated. Accordingly, readers should not place undue
reliance on forward-looking information due to the inherent uncertainty therein.
Material risk factors that could cause actual results to differ materially from
the forward-looking information are contained under the heading "Risk Factors"
on page 44.

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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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 extraprovincially 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 $60.4 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.

On November 23, 2012, Burcon
completed a public offering of 1,437,500 common shares at $4.00 per common share
for total gross proceeds of $5.75 million. The agents received a cash commission
of 6% of the gross proceeds and compensation options entitling the agents to
purchase up to 57,500 common shares

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(equal to 4% of the common shares sold pursuant to the
offering). Each compensation option was exercisable to acquire one common share
of the Company at an exercise price of $4.00 per share at any time before and
including May 23, 2014. The compensation options were not exercised by the
agents and lapsed on May 23, 2014.

The Companys fiscal year end is
March 31. During fiscal years 2012 to 2014, Burcon raised a total of $6,568,225
in capital as follows:

- During fiscal 2012, Burcon raised $544,324 through the exercise of options
  by directors, officers, employees and consultants.
- In November 2012, Burcon completed a short form prospectus offering and
  raised gross proceeds of $5.75 million as described earlier.
- During fiscal 2013, Burcon raised $273,901 through the exercise of options
  by directors, officers and employees.

On February 7, 2014, Burcon
announced that it would be offering rights (the Rights Offering) to
holders of its common shares of record at the close of business on February 19,
2014 (the Record Date). Pursuant to the Rights Offering, each holder of
common shares 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. Subsequent to fiscal year end 2014, Burcon announced on April 3, 2014
that it had completed the Rights Offering. The 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 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 Rights Offering (the "Standby Commitment").
As the Rights Offering was over-subscribed, ITC, E-Concept and I-Global were not
required to fulfill their respective obligations under the Standby Commitment.
However, to Burcon's knowledge, each of ITC, E-Concept and I-Global did exercise
its basic subscription privilege under the Rights Offering in order to maintain
its respective proportionate ownership interest in Burcon.

As compensation for providing the
Standby Commitment, each of ITC, E-Concept and I-Globalhas received
non-transferrable Common Share purchase warrants (the "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 Standby Warrants is

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$2.82 per Common Share. The Standby Warrants will expire two
years after issuance. In accordance with the policies of the TSX, the exercise
of the Standby Warrants by each of ITC, E-Concept and I-Global is subject to
shareholder approval, which will be sought at Burcon's next annual meeting,
which is expected to be held around September 2014.

The proceeds raised from the
public offering, exercise of options and rights offering 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 functionality development initiatives relating to Burcons
  proteins;

- fund Burcons patent activities;

- fund the activities associated with identifying, negotiating terms and
  securing a strategic alliance, including the License and Production Agreement
  with Archer Daniels Midland Company, 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 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

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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, powered 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.

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 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.

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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 Institute of Food
Technologists Annual Meeting and Food 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-commercial scale 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.

Since March 2013 to the date of
this AIF, Burcon has been granted eight 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.

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.

Until April 2012, Burcon held
exclusive negotiations with a potential partner to commercialize
Peazazz® and the associated protein extraction technology. On April
23, 2012, Burcon announced that although discussions with this potential partner
were ongoing, the exclusivity period had lapsed. Therefore, Burcon will consider
additional routes-to-market for its Peazazz® pea protein.

On August 20, 2012, Burcon
announced that it had entered into a non-binding letter of intent with a
commercial partner that detailed the intention of the two

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parties to enter into a strategic partnership for the worldwide
commercial production, marketing and sale of Burcons Peazazz® pea
protein.

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. The Peazazz® semi-works plant is
expected to enable Burcon to provide market development quantities to customers
for product and market development activities. At the same time, Burcon
announced that it had formally requested to terminate the non-binding letter of
intent that it had signed in August 2012 with the commercial partner. The
termination of the letter of intent terminated the requirement that Burcon
negotiate exclusively with that potential partner.

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, real world market evaluations of Peazazz® in their consumer
products.

In July 2013, Burcon officially
launched Peazazz® pea protein at the 2013 Institute of Food
Technologist Annual Meeting and Food 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 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. During fiscal 2014, Burcon 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 multinational production and/or
distribution partners. As of the date of this AIF, discussions are still
on-going with certain parties.

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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 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 in the animal feed
and nutrition category.

On September 16, 2003, Burcon and
Burcon-MB entered into a license and development agreement (the "License and
Development Agreement") with ADM to commercialize Burcons canola protein
ingredients, including Puratein® canola protein isolate and
Supertein canola protein isolate. See Material Contracts.

The License and Development
Agreement set forth the process by which the two parties would carry out the
final development of Burcons technology to produce Puratein® canola
protein isolate and Supertein canola protein isolate. The License
and Development Agreement contemplated that ADM would develop applications for
Puratein® canola protein isolate and Supertein canola
protein isolate, obtain regulatory approvals, construct one or more full-scale
production facilities and have the exclusive right to produce, promote, market
and sell Puratein® canola protein isolate and Superteincanola protein isolate worldwide.

Upon completion of the
development period set out in the License and Development Agreement and the
parties agreement on the royalty rate and minimum royalties payable by ADM
during the term of the License and Development Agreement, it was anticipated
that the Company would grant ADM an exclusive, royalty-bearing, worldwide
license to use and exploit the Companys technology solely to make, have made,
use, import and sell the Companys products, together with certain rights to
grant sublicenses. It was anticipated that ADM would pay to the Company
royalties based on sales of products by ADM, its affiliates and sublicensees.

On June 19, 2007, Burcon
announced that it had agreed to amend the License and Development Agreement with
ADM (the First Amendment). Under the terms of the First Amendment, the
parties agreed to jointly fund the third-party expenses required in order to
obtain "generally recognized as safe" or "GRAS" status for
Puratein® canola protein isolate and Supertein canola
protein isolate. GRAS

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- 10 -

status is the regulatory recognition process established in the
United States by the U.S. Food and Drug Administration ("FDA"). See
"Obtaining Regulatory Approval for Marketing Puratein® and
Supertein." The total cost of the regulatory process was estimated
at approximately US$977,000. Under the amendment, Burcon and ADM each
contributed one-half of the expenses up to US$720,000. Burcon further agreed to
contribute any additional amounts in excess of US$720,000, subject to a maximum
of US$1,033,000 in the total cost for the regulatory process. The parties agreed
to negotiate in good faith to determine each partys obligation to contribute
further funding should the cost for the regulatory process exceed US$1,033,000.
A total of US$946,000 was expended, with Burcons share at US$586,000.

The First Amendment provided that
either ADM or Burcon would reimburse the other on the occurrence of certain
events. If ADM chose not to proceed with the license under the License and
Development Agreement and terminated it in accordance with the specific
provisions under the agreement, then Burcon would reimburse ADM for its share of
the costs incurred in the regulatory process. Alternatively, if ADM chose to
proceed with the license then ADM would reimburse Burcon for all of its costs
incurred in the regulatory process.

On October 7, 2008, Burcon
announced that its Puratein® canola protein isolate and
Supertein canola protein isolate achieved self-affirmed GRAS status
for their intended use in a variety of food and beverage applications in the
United States and can market and sell the products for human consumption in the
United States. GRAS is an FDA designation that a substance added to food is
generally recognized, among experts qualified by scientific training and
experience to evaluate its safety, as having been adequately shown through
scientific procedures (or, in the case of a substance used in food prior to
January 1, 1958, through either scientific procedures or through experience
based on common use in food) to be safe under the conditions of its intended
use.

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. See
"Obtaining Regulatory Approval for Marketing Puratein®,
Supertein and Nutratein®".

On August 30, 2010, Burcon
announced that the FDA issued a no objection letter with respect to
Puratein® and Supertein canola protein isolates. This

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- 11 -

response indicates that the FDA has no objection to the
conclusion that Puratein® and Supertein are 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. See "Obtaining Regulatory Approval for
Marketing Puratein®, Supertein and
Nutratein®".

Burcon and ADM entered into an
agreement dated as of November 11, 2010 amending the License and Development
Agreement (the Second Amendment). The Second Amendment protected
Burcons and ADMs interests under the License and Development Agreement while
the two parties worked to negotiate the terms of the proposed license agreement
for Burcons CLARISOY soy protein.

On March 4, 2011, Burcon and ADM
agreed to a further amendment of the License and Development Agreement (the
Third Amendment) for a one-year extension to March 1, 2012 to provide
an extended development period for continued research aimed at expanding the
commercial value of Puratein® and Supertein canola
protein isolates. However, the parties did not reach an agreement prior to March
1, 2012. Therefore, the License and Development Agreement between Burcon and ADM
has terminated. In April 2012, Burcon reimbursed ADM in the amount of
US$360,000, representing ADMs share of the costs expended in the regulatory
process. See Material Contracts.

Given the termination of the
License and Development Agreement, Burcon is free to choose alternative paths
for the commercialization of its technology for the production of its canola
proteins: Puratein®, Supertein and Nutratein®. During
fiscal 2014, Burcon continued to work on securing interest from potential
customers 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 and the
growing use of antibiotics in animal production, as well as demographic trends
are all combining to produce significant demand for plant proteins.

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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 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, see "Soy  Soy Protein
and Canola  Canola Protein"), 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.

*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

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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. 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. 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 notes that the forecasted
value of U.S. soybean production in 2013 was approximately US$41.8 
billion, which represented the second-highest value among U.S. produced crops,
behind corn. 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 57%§ of the worlds total
oilseed production in 2012. In addition to being a source of oil and protein,
soybean meal is used in animal feed for the production of meat and eggs.

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.

__________________________________

 Source: United States Department of Agriculture
website.

§ Source: www.soystats.com

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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.

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.

The quest for healthier
lifestyles has led consumers to search for healthier alternatives to animal
protein. The FDAs approval of a health claim for soy protein has fuelled soy
proteins increasing popularity and general acceptance among consumers. These
factors are expected to sustain market demand for soy protein isolates. Burcon
intends to participate in this growing market through its CLARISOY
soy protein.

***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

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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 Institute of Food
Technologists Annual Meeting and Food 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.

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.). Burcon has developed and filed for
patent protection over novel processes allowing for uniquely soluble soy
proteins.

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

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- 16 -

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.

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 protein source.

***Soy Protein
Production***

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 (the
  Semi-works 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 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. Soon thereafter, ADM launched
CLARISOY 150, the first extension of the CLARISOY soy
protein product line.

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Where necessary, the Winnipeg Technical Centre will produce
samples of CLARISOY soy protein for ADM to facilitate the
commercialization process. ADM launched CLARISOY 120 in a powdered mix
prototype called Pineapple Shakeup at the Institute of Food Technologists
Annual Meeting and Food Expo in July 2013.

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.

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 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®. Burcon has developed 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.

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.

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- 18 -

***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.

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.

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.

Until April 2012, Burcon held
exclusive negotiations with a potential partner to commercialize
Peazazz® and the associated protein extraction technology. On April
23, 2012, Burcon announced that although discussions with this potential partner
are ongoing, the exclusivity period had lapsed. Therefore, Burcon will consider
additional routes-to-market for its Peazazz® pea protein.

On August 20, 2012, Burcon
announced that it had entered into a non-binding letter of intent with a
commercial partner that detailed the intention of the two parties to enter into
a strategic partnership for the worldwide commercial production, marketing and
sale of Burcons Peazazz® pea protein.

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. The Peazazz® semi-works plant is
expected to enable Burcon to provide market development quantities to customers
for product and market development activities. At the same time, Burcon
announced that it had formally requested to terminate the non-binding letter of

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- 19 -

intent that it had signed in August 2012 with the commercial
partner. The termination of the letter of intent terminated the requirement that
Burcon negotiate exclusively with that potential partner.

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, 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 Institute of Food
Technologist Annual Meeting and Food 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 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.

During fiscal 2014, Burcon
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 multinational
production and/or distribution partners. As of the date of this AIF, discussions
are still on-going with certain 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 factors 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

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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.

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 that describe 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.

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- 21 -

***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 protein source.

***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.

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- 22 -

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 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.

During fiscal 2014, Burcon
continued to work on to work with securing interest from potential customers to
establish the commercial value of Puratein® and Supertein canola
protein isolates. Burcons goal is to continue to work with food and beverage
manufacturers to establish the value of Burcons 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

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- 23 -

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. Startup and commissioning of the plant was completed in
August 2013.

Burcon has over 14 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 to meet
Burcons expectations of commercial quality standards, experience and know-how
have been amassed in running large-scale pilot operations.

Objectives

For fiscal year 2015, Burcons
main objective is to further the development and commercialization of its
products, with the primary focus on its pea protein.

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

- using sample products produced from the Peazazz®
      semi-works facility, Burcon expects to:

- supply potential strategic alliance partners with
      sufficient product development quantities of Peazazz®
samples so that such potential partners can conduct full-scale, real-world
testing;
- demonstrate to major protein ingredient participants and
      food and beverage makers that Burcons Peazazz® technology is scalable and
      produces a consistent quality product;
- negotiate with potential strategic alliance partners to
      jointly commercialize Peazazz®pea protein;
- conduct further research to develop additional
      applications for Peazazz®pea protein into food products;
      and
- continue to file patent applications to protect the
      Peazazz®pea protein process as well as the composition of
      Peazazz®pea





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- 24 -

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;
- 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 $12.22/kg. 2Casein/caseinates
    US $5.20 /pound3
    CDN $12.46 /kg. 2Dried Egg-white
    US $12.50 /pound3
    CDN $29.96 /kg. 2


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- 25 -

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 $4.00 /pound
    CDN $9.59 /kg.2Pea protein isolate
    US $3.00 /pound
    CDN $7.19 /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$0.9194 on May 15, 2014.

3. Prices based on the April 22,
2014 edition of Food Business Newsfor the week ending April 18,
2014.

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
significant discount to the animal-based proteins (whey, casein and egg). Burcon
expects the cost to produce Peazazz®pea protein to be materially
consistent with the cost to produce traditional soy 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.

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- 26 -



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.

Plant proteins are experiencing
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

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- 27 -

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.

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*

Frost & Sullivan estimated
that in 2008, the United States soy protein market alone generated revenues of
approximately US$1.6 billion and projects revenues to reach about US$2.1 billion
by 2014. Sales of soy protein isolates alone  the highest quality of soy
protein available commercially  were estimated by Frost & Sullivan at
approximately US$798 million in 2008, which represented approximately half of
the total revenues from the U.S. soy protein market.

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.

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- 28 -

*Pea Protein*

The following chart illustrates
the annual global production of dried peas (in tonnes) from 2006 to 2012 as
estimated by the FAO:

|               | 2006      | 2007      | 2008       | 2009       | 2010       | 2011      | 2012     
|-------------- | --------- | --------- | ---------- | ---------- | ---------- | --------- | ---------
|Canada         | 2,519,900 | 2,934,800 | 3,571,300  | 3,379,400  | 3,018,200  | 2,115,600 | 2,803,000
|United States  | 598,880   | 738,766   | 556,560    | 777,320    | 645,050    | 255,150   | 493,150  
|Western Europe | 1,421,119 | 853,789   | 661,885    | 773,753    | 1,307,230  | 881,334   | 736,694  
|Asia           | 1,916,812 | 2,160,761 | 2,064,867  | 1,853,024  | 1,820,110  | 2,090,601 | 2,003,137
|World          | 9,820,400 | 9,388,581 | 10,073,637 | 10,428,226 | 10,397,251 | 9,779,460 | 9,830,016

All figures in tonnes

Global production of dried peas
in 2012 was estimated at 9.8 million tonnes with Canada being the largest
producer in the world at 2.8 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.

*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.

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- 29 -

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
- 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 58 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 220 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,
55 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 400 patent applications that are
being reviewed by the patent offices in various countries, 59 of which are
U.S. patent applications.

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- 30 -

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

Burcon holds 55 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);
- 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;

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- 31 -

- 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

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.

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- 32 -

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 "Puratein" and Nutratein in Canada, as well as Peazazz and
the slogan A New World in Protein in Canada and the United States. The Company
has also filed for trade-mark protection for the brand name Puratein in the
United States and "Supertein" in Canada. 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, 2016. At its option and subject to the conditions to be met by the
landlord, Burcon may renew the lease for a further term of two years. 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.

Personnel

Burcon-MB currently has 16
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, Burcon currently has 8 employees and/or
contractors responsible for accounting, administration, corporate development,
investor and public relations, legal and research and

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development activities who are 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. Recognizing this, 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$90 billion (fiscal 2013). It is a major
international company that produces among other things, ethanol, high fructose
corn syrup, soy flour, soy protein concentrate, soy protein isolate and wheat
gluten and is a world leader in oilseed crushing.

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$136.6 billion (2013). 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.

DuPont, through its wholly-owned
subsidiary DuPont Protein Technologies, is a world leader in soy-based proteins
and ingredients for the food, 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
and agriculture with annual revenues at approximately US$35.7 billion (fiscal
2013). Through the acquisitions of Danisco and dDuPont Protein Technologies,
DuPont is now one of the largest participants in protein ingredients, food and
beverage ingredients, enzymes and bio-based solutions.

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- 34 -

The pea protein industry 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.

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

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- 35 -

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). 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.

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.

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- 36 -

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.

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. However, peas have had a substantial history
of consumption for food use by a significant number of consumers. Therefore, as
at the date of this AIF, Burcon does not anticipate any regulatory process for
its Peazazz® pea protein.

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

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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.

***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.

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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.

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

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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.

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.

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***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 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.

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).

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- 41 -

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.

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

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- 42 -

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.

***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;

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- 43 -

- 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
- 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

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- 44 -

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.

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 220patents 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, 55 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 400 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

---

- 45 -

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.

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.

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- 46 -

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;
- 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.

***Early Stage of
Development***

Burcon is at an early stage of
development. On June 18, 2012, Burcon announced that ADM has begun commercial
production of CLARISOYsoy protein. However, it has not
commercialized any of its other products, and

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- 47 -

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.
Given that ADM has chosen not to license Burcons technology for producing
Puratein® canola protein isolate and Superteincanola
protein isolate, Burcon must secure an alternative strategic partner to do so.
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. Although Burcon is in discussions with potential partners for
Peazazz® pea protein, no strategic alliance has yet been formed. Even
if Burcon commercializes a product or products, its business strategy may not be
successful.

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

Burcon has accumulated net losses
of approximately $64.4million from its date of incorporation through
March 31, 2014. 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
and fiscal 2014. 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

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- 48 -

- 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 2014. Although Burcon has sufficient
funds to operate until July, 2015, it may need to raise capital in the near
future in order to meet its business objectives. Although global financial
markets have been in recovery, the inherent risk in investing in early stage
companies such as Burcon may make it difficult for the Company to obtain capital
and financing for its operations. There can be no assurance that additional
financing may be available on acceptable terms, if at all.

***Financing
Requirements***

Since acquiring Burcon-MB on
October 8, 1999, Burcon has raised gross proceeds of approximately $60.4 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,
2014 balance sheet date, Burcon had $1.4 million in cash and cash equivalents
and short term investments. Including the net proceeds of $5.0 million from the
rights offering that completed on April 2, 2014, management estimates that these
cash resources are sufficient to continue the current level of operations until
July, 2015. 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

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- 49 -

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.

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.

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- 50 -

***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®.

***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.

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***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.

***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

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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 23, 2014, 33,484,969 Common Shares were issued and
outstanding. In addition, the Company has 1,986,161 outstanding incentive
options to purchase Common Shares. The Company also has outstanding compensation
options to purchase up to 232,534 Common Shares issued to certain guarantors
pursuant to the rights offering completed in April 2014, the exercise of which
is subject to shareholder approval at Burcon's next annual meeting expected to be held
around September 2014.

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 prices and
total volume of trading of the Common Shares on the TSX:

Calendar Period
    High
    Low
    Total VolumeApril 2013
    $3.17
    $2.43
    264,027May 2013
    $2.81
    $2.36
    233,066June 2013
    $3.20
    $2.50
    520,168July 2013
    $3.10
    $2.45
    154,440August 2013
    $3.88
    $2.90
    309,755September 2013
    $3.33
    $2.89
    303,301October 2013
    $3.15
    $2.45
    219,889November 2013
    $2.79
    $2.30
    580,899December 2013
    $3.28
    $2.26
    737,333January 2014
    $4.19
    $2.96
    856,740February 2014
    $3.60
    $3.18
    327,454March 2014
    $5.57
    $3.15
    1,602,945


Source: TMXmoney.com

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PRIOR SALES

During the fiscal year ended March 31, 2014, the Company did
not issue any common shares. The following securities convertible into common
shares were issued during the fiscal year ended March 31, 2014:

Options

Number of Options
    Exercise Price
    Date of Issue
    Description of Issuance454,161
    $2.48
    December 4, 2013
    Options granted pursuant to the Companys Amended and Restated 2001 Share Option Plan


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; President of Burcon Group Limited (investment company)
      until July 2007
    Since November 3, 1998
    1,419,728
    200,000


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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 HeldJohann F. Tergesen, President, Chief Operating
      Officer British Columbia, Canada
    President and Chief Operating Officer of
      Burcon
    From November 3, 1998 to September
      12, 2012
    330,165
    193,353Rosanna Chau, Director, Hong Kong, China
    Deputy Chairman and Managing Director of
      ITC Corporation Limited (investment holding)
    Since November 3, 1998
    429,174
    80,000David Lorne John Tyrrell, Director, Alberta,
      Canada
    Director, Li Ka Shing Institute of
      Virology, University of Alberta since April 2010;
      Distinguished University Professor since 2010; Canadian
      Institute of Health Research /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,
    Since December 1, 2009
    13,712**
    100,000


_________________________________

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

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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 HeldUniversity of Alberta since 1982Alan Chan, Director, Hong Kong, China
    Executive director of ITC Properties Group
      Ltd. (property development and investment) since March
      2010 and ITC Corporation Limited (investing holding) since
      March 2009; Alternate (non- executive) director to Dr. Chan
      Kwok Keung, Charles of PYI Corporation Limited since July
      2010; Executive director of PYI Corporation Limited since
      November 2011; financial analyst of Goldman Sachs (Asia)
      L.L.C. in Hong Kong from July 2006 to January 2009
    Since April 20, 2010
    NIL
    125,000Matthew Hall, Directors, British Columbia,
      Canada
    Non-executive director of Agrifoods
      International Co- operative since March 2014; Executive in
      Residence and member of Advisory Board, University of
      Victoria Peter B. Gustavson School of Business since May
    Since July 12, 2011
    2,117
    100,000


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Name, Positionand Municipalityof
      Residence
    Principal OccupationDuring the
      PreviousFive Years
    Period as aDirector ofthe Company
    CommonSharesHeld
    OptionsHeld2011; Associate, Goodbrand (Management
      Consultancy) since May 2011; Principal Consultant,
      Marketing, Communications and Sales at Matt Hall and
      Associates since April 2010; Managing Director/CEO, Food,
      Coffee and Beverages Division, Nestle U.K. from January 2008
      to March 2010J. Douglas Gilpin, Director, 
    Alberta,
      Canada
    Consultant, providing corporate governance,
      corporate director and business advisory services
    Since September 1, 2011
    NIL
    80,000Bradford Allen, Director, California, United
      States of America
    Consultant, providing investment and
      business strategy advisory services
    Since June 21, 2012
    NIL
    80,000Jade 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
    206,211
    163,482


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Name, Positionand Municipalityof
      Residence
    Principal OccupationDuring the
      PreviousFive Years
    Period as aDirector ofthe Company
    CommonSharesHeld
    OptionsHeldRandy Willardsen, Senior Vice- President,
      Process, California, United States of America
    Senior Vice-President, Process of Burcon;
      President, Willardsen Consulting & Engineering, Inc.
      (agriculture and biotech industries consulting services)
    n/a
    362,008
    172,353Dorothy Law, Senior Vice- President, Legal,
      Corporate Secretary, British Columbia, Canada
    Senior Vice-President, Legal of Burcon
      since September 2009; Vice- President, Legal of Burcon from
      September 2000 to September 2009; Corporate Secretary of
      Burcon; Director, Secretary and Corporate Counsel of
      Burcon Group Limited (investment company)
    From December 1998 to April 2010
    271,403
    163,482Martin Schweizer, Vice-President, Technical
      Development, Manitoba, Canada
    Vice President, Technical Development
      of Burcon since September 2009; Manager, Technical
      Development of Burcon NutraScience (MB) Corp. from January
      2003 to September 2009
    n/a
    84,027
    103,482TOTAL SECURITIES
    
    
    3,118,545
    1,561,152


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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 Bradford
Allen. 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 Bradford
Allen.

Aggregate Ownership of Securities

As at the date of this AIF,
directors and officers of Burcon as a group, beneficially owned, directly or
indirectly, 3,118,545 or 9.31% of the issued and outstanding Common Shares of
the Company. Directors and officers of Burcon and its subsidiaries held options
to acquire an additional 1,561,152Common 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. Dr. Yap was the President and a
director of Burcon Group Limited from June 1998 to July 2007, a private company
which is involved in real estate and other investments. Dr. Yap obtained his
Honorary Doctor of Laws degree from the University of Victoria in 2001. Dr. Yap
is the Chairman of Hanny Holdings Limited and executive director of Rosedale
Hotel Holdings Limited (until May 2011) and See Corporation Limited (until June
2011), all of which are companies whose shares are listed on The Stock Exchange
of Hong Kong Stock 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. He is 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. In June 2011, Dr. Yap
was appointed as alternate director to Dr. Charles Chan of Television Broadcasts
Limited, a company whose shares are listed on The Stock Exchange of Hong Kong
Limited.

**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
NutraScience Corporation, Mr. Tergesen was vice president and treasurer of
BurCon Properties Limited, a real estate development and ownership

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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 Canadian Institute of Chartered Accountants.

**Rosanna Chau** 
Director

Ms. Chau is the Deputy Chairman
and Managing Director of ITC Corporation Limited, 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 Corporation Limiteds operations and business development and has over 33
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 Certified General Accountants Association of Canada. Ms. Chau is
a member of the General Committee of The Chamber of Hong Kong Listed Companies,
a non-profit organization serving listed companies and other industry bodies in
Hong Kong. She was a director of Oxford Properties Group Inc. from July 1995 to
October 2001. Ms. Chau was a director of BurCon Properties Limited from July
1997 to May 1998.

**David Lorne John
Tyrrell**  Director

D. Lorne Tyrrell is the Canadian
Institute of Health Research (CIHR)/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 CIHR
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 28 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) and 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

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Institute of Virology at the University of Alberta. On April
28, 2011, Dr. Tyrrell was inducted to the Canadian Medical Hall of Fame.

**Alan Chan**
Director

Mr. Chan is an executive director
of ITC Corporation Limited, ITC Properties Group Ltd., and PYI Corporation
Limited. He is also an alternate (non-executive) director to Dr. Chan Kwok
Keung, Charles, of PYI Corporation Limited. At ITC Corporation Limited, Mr. Chan
focuses on private equity, venture capital and corporate finance transactions
across countries and industries. At ITC Properties Group Limited, 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 minors 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, Matt led successful implementation of long-term best
practice changes which resulted in sustained growth and profit results for
Nestle worldwide. Before returning to Canada Matt 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 Gustavson School of Business in Victoria B.C. Canada.
Since March 2014, Mr. Hall been on the board of directors of Agrifoods
International Cooperative, located in Alberta.

**J. Douglas Gilpin **Director

Douglas Gilpin, 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

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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.

**Bradford Allen**-
Director

Mr. Allen has over 32 years of
experience in the investment, banking and securities industries. His career in
private banking and investment banking includes working at major investment
banks in both the institutional and private sectors in New York, Los Angeles and
Hong Kong. Mr. Allen has raised private and institutional capital for companies
in both the US and Hong Kong, as well as advising on mergers and acquisitions.
Mr. Allen graduated with a business degree from Villanova University in 1978.

**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 Canadian Institute of
Chartered Accountants.

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

Mr. Willardsen has over 29 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, 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.

**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:

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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,

b) 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

c) 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 Corporation Limited ("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.

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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 36.6% of the issued share capital of ITC. ITC indirectly owns, as
at the date of this AIF, approximately 20.88% of the issued and
outstanding shares of Burcon.

The Company rents its head office
premises from and shares certain office equipment with a company related by
virtue of a common shareholder and officers. During fiscal 2014, Burcon paid
$63,721 (2013  $63,163) to this company for the rental charges. In addition,
administrative services are contracted through a management agreement with this
related company. For the year ended March 31, 2014, Burcon charged $34,915(2013  $33,730) for these services. From April 1, 2013 to March 31, 2014,
professional services provided by Burcon to this related company provided income
to Burcon of $12,895 (2013 - $14,263). 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.

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.

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- 65 -

MATERIAL CONTRACTS

The only material contracts
Burcon entered into are the following which are available on SEDAR at
www.sedar.com:

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
Archer Daniels Midland Company (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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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.

License and Development Agreement with ADM

On September 16, 2003 (the
"Effective Date"), Burcon and its wholly-owned subsidiary, Burcon
NutraScience (MB) Corp. (together for this section only, referred to as
"Burcon") entered into the License and Development Agreement with ADM.
Under the License and Development Agreement, Burcon and ADM were to work
together and coordinate development efforts in order to: (i) develop processes
for producing canola protein isolate, special grades of canola protein or canola
protein derivatives (collectively the "Products"); (ii) develop
applications for the Products; and (iii) meet certain commercialization criteria
agreed to between the parties.

Although Burcon and ADM obtained
self-affirmed GRAS (Generally Recognized as Safe) status for
Puratein® canola protein isolate and Supertein canola
protein isolate, under the License and Development Agreement, ADM would use its
best efforts to pursue GRAS notification and obtain a no-objection letter from
the FDA for a Product (the "Approval Date").

ADM had the right to terminate
the License and Development Agreement at any time up to the Approval Date.
Thereafter, the License and Development Agreement may only be terminated by
either party in the event that the royalty rate or minimum royalties cannot be
agreed to between the parties or for a material breach of the other partys
obligations under the License and Development Agreement.

Upon completion of the
development period set out in the License and Development Agreement and the
parties agreement on the royalty rate and

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minimum royalties payable by ADM during the term of the License
and Development Agreement (the "License Date"), Burcon would grant ADM an
exclusive, royalty-bearing, worldwide license to use and exploit Burcons
technology solely to make, have made, use, import and sell Products, together
with certain rights to grant sublicenses. ADM would pay to Burcon royalties
based on sales of Products by ADM, its affiliates, or sublicensees.

The term of the License and
Development Agreement commenced on the Effective Date and extended until the
later of: (a) the date of expiry of the last to expire of Burcons patents; and
(b) twenty years from the License Date.

Under the License and Development
Agreement, ADM had an option to license any improvements developed by Burcon to
Burcons technology as well as any canola-based non-protein process derivatives
developed by Burcon.

Burcon had obligations to
maintain and prosecute its patents in certain countries specified in the License
and Development Agreement as well as to defend or enforce Burcons patents.

Amendments to License and Development Agreement

On June 19, 2007, Burcon
announced that it had agreed to amend (the First Amendment) the License
and Development Agreement. Under the terms of the amendment, the parties agreed
to jointly fund the third-party expenses incurred in order to obtain GRAS
notification status for Burcons canola protein isolate products. Under the
amendment, Burcon and ADM would each contribute one-half of the expenses up to
US$720,000. Burcon also agreed to contribute any additional amounts in excess of
US$720,000, subject to a maximum of US$1,033,000 in the total cost for the
regulatory process. Should the cost for the regulatory process exceed
US$1,033,000, the parties would negotiate in good faith to determine each
partys obligation to contribute further funding. A total of US$946,000 had been
expended, with Burcons share at US$586,000.

The First Amendment provided that
either ADM or Burcon would reimburse the other on the occurrence of certain
events. If ADM chose not to proceed with the license under the License and
Development Agreement and terminated it in accordance with the specific
provisions under the agreement, then Burcon would reimburse ADM for its share of
the costs incurred in the regulatory process. Alternatively, if ADM chose to
proceed with the license then ADM would reimburse Burcon for all of its costs
incurred in the regulatory process.

On October 7, 2008, Burcon
announced that its Puratein® canola protein isolate and
Supertein canola protein isolate were self-affirmed GRAS for their
intended use in a variety of food and beverage applications in the United
States. GRAS status permits Burcon to market Puratein® canola protein
isolate and

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Supertein canola protein isolate for use in an
array of mainstream foods and beverages for human consumption. GRAS status is a
standard set by the FDA for food ingredients to be accepted for use in foods and
beverages. To enhance consumer acceptance of Puratein® canola protein
isolate and Supertein canola protein isolate, Burcon and ADM
announced on the same day that they 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. 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 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. See
"Obtaining Regulatory Approval for Marketing Puratein®and
Supertein.

On August 30, 2010, Burcon
announced that the FDA 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 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. See Obtaining Regulatory Approval for Marketing
Puratein® and Supertein.

By an agreement dated as of
November 11, 2010, Burcon and ADM agreed to amend (the Second
Amendment) the License and Development Agreement. Under the terms of the
Second Amendment, the parties agreed to extend the Development Period (as
defined in the License and Development Agreement) under the License and
Development Agreement to provide that the Approval Date in Section 2.2 would
be deemed to be March 1, 2011. Pursuant to Section 2.7 of the License and
Development Agreement, ADM may, during the Development Period but prior to the
Approval Date, determine that it does not wish to continue with the development
and commercialization of the Products and terminate the License and Development
Agreement. However, pursuant to the Amendment, ADM agreed that it would not
terminate the License and Development Agreement prior to March 1, 2011.

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Under the terms of the License
and Development Agreement, the parties must negotiate the terms of the license
for Burcons canola protein isolates commencing on the Approval Date. The Second
Amendment provided that if the parties do not come to agreement of the terms of
the license on or before March 1, 2011, then the License and Development
Agreement will terminate and Burcon shall reimburse ADM in the amount of
$360,000, representing ADMs portion of the costs associated with the process
the parties undertook to obtain self-affirmed GRAS status and the no-objection
letter from the U.S Food and Drug Administration for Burcons canola protein
isolate products in the United States.

On March 4, 2011, Burcon and ADM
entered into a further agreement to amend (the Third Amendment) the
License and Development Agreement. Under the terms of the Third Amendment, the
parties agreed to extend the Development Period under the License and
Development Agreement to provide that the Approval Date in Section 2.2 would
be deemed to be March 1, 2012. Burcons main research objective during the
one-year term of this amendment was to further the development and
commercialization potential of the Burcons canola protein products by further
establishing their unique functional and nutritional characteristics. However,
the parties did not reach an agreement prior to March 1, 2012. Therefore, the
License and Development Agreement between Burcon and ADM has terminated.

In connection with the GRAS
notification process to the FDA undertaken by ADM and Burcon for the Products,
ADM contributed US$360,000 (ADMs Expenses). Burcon agreed to reimburse
ADM for ADMs Expenses on March 1, 2012. Upon receipt by ADM of ADMs Expenses,
all results from the GRAS notification process will be owned by Burcon.
Following the termination of the License and Development Agreement, Burcon
reimbursed ADM in April 2012 for ADMs share of the costs expended in the
regulatory process.

Copies of the License and
Production Agreement, the License and Development Agreement and the First,
Second and Third Amendments to the License and Development Agreement are
available on SEDAR at www.sedar.com.

INTERESTS OF EXPERTS

The Companys consolidated
financial statements for the year ended March 31, 2014 have been audited by
PricewaterhouseCoopers LLP, Chartered Accountants, of Vancouver, British
Columbia. PricewaterhouseCoopers LLP is independent of the Company in accordance
with the rules of professional conduct of the Institute of Chartered 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 Bradford Allen. 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. 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. He was also the Dean of the
Faculty of Medicine and Dentistry of the University of Alberta from 1994 to
2004, during which 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. Allen holds a business degree and has 31 years of
investment banking and investing experience. Through this experience, he
possesses the skills to read and understand financial statements that are
generally comparable to the breadth and complexity of the issues that can
reasonably be expected to the raised by Burcons financial statements. 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.

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.

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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 most recently completed financial year.

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, 2014
    Fees billed by auditor for the
      fiscal year ended March 31, 2013Audit Fees1
    $64,000
    $63,000Audit-Related Fees2
    $78,500
    $96,860Tax Fees3
    2,500
    NilAll Other Fees4
    Nil
    NilTotal
    $145,000
    $159,860


Notes:

(1) "Audit Fees" include the aggregate fees billed by PwC
relating to the respective fiscal year. Of the total Audit Fees paid, $6,500
(2013-$6,500) is recoverable from ITC, a company with an approximate 20.88%
interest in the Company, in connection with reporting to ITCs auditors for
their annual audit.

(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". Of the $79,500, $46,000 related to the
quarterly reviews of each of the Companys interim financial statements (2013 -
$48,500) and $33,500 related to the services in connection with the Companys
rights offering that completed on April 2, 2014 (2013 - $48,360 related to the
services in connection with the short form prospectus offering completed in
November 2012).

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

(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 25, 2013 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, 2014.

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GLOSSARY

In this Annual Information Form,
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.), a corporation incorporated under the laws of Manitoba and a
      wholly-owned subsidiary of Burcon                                                                                                                                     
|                       |                                                                                                                                                                                                                                                                                                             
|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                                                                                                                                                                                                                                                                
|                       |                                                                                                                                                                                                                                                                                                             
|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

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|                                        | soluble in aqueous solutions (where they form
      colloidal solutions)                                     
|--------------------------------------- | -------------------------------------------------------------------------------------------------------------
|glucosinolates                          | the sulphur compounds that give mustards their
      sharp taste                                             
|GM                                      | genetically modified                                                                                         
|GMO                                     | genetically modified organism                                                                                
|GRAS                                    | generally recognized as safe                                                                                 
|License and Development
      Agreement | the License and Development Agreement dated
      September 16, 2003 made among Burcon, Burcon-MB and ADM    
|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                                                                                       
|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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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.

---