---

Exhibit 99.2

Burcon NutraScience Corporation

Consolidated Financial Statements
March 31, 2014 and 2013(Prepared in Canadian dollars)

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June 23, 2014

Independent Auditors Report

To the Shareholders ofBurcon NutraScience
Corporation

We have audited the accompanying consolidated financial
statements of Burcon NutraScience Corporation and its subsidiary, which comprise
the consolidated balance sheets as of March 31, 2014 and March 31, 2013 and the
consolidated statements of operations and comprehensive loss, changes in equity,
and cash flows for the years then ended, and the related notes, which comprise a
summary of significant accounting policies and other explanatory information.

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

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

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

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

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OpinionIn our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of
Burcon NutraScience Corporation and its subsidiary as at March 31, 2014 and
March 31, 2013 and their financial performance and their cash flows for the
years then ended in accordance with International Financial Reporting Standards
as issued by the International Accounting Standards Board.

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

(signed) PricewaterhouseCoopers LLP

Chartered Accountants 
Vancouver, British Columbia, Canada

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|Burcon NutraScience Corporation    
|-----------------------------------
|Consolidated Balance Sheets        
|As at March 31,
      2014 and 2013
|                                   
|(Prepared in Canadian dollars)     

|                                                         |  | 2014        |   |  | 2013        |  
|-------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                         |  | **$**       |   |  | **$**       |  
|Assets                                                   |  |             |   |  |             |  
|Current assets                                           |  |             |   |  |             |  
|Cash and cash equivalents                                |  | 1,392,467   |   |  | 4,602,520   |  
|Short-term investments                                   |  | -           |   |  | 2,085,746   |  
|Amounts receivable (notes 10 and 12)                     |  | 140,941     |   |  | 34,524      |  
|Prepaid expenses                                         |  | 165,390     |   |  | 153,543     |  
|                                                         |  | 1,698,798   |   |  | 6,876,333   |  
|                                                         |  |             |   |  |             |  
|Property and equipment(note 4)                           |  | 664,115     |   |  | 559,920     |  
|Deferred financing costs(note 16)                        |  | 215,251     |   |  | -           |  
|Deferred development costs(note 5)                       |  | 1,289,592   |   |  | 1,823,217   |  
|Goodwill                                                 |  | 1,254,930   |   |  | 1,254,930   |  
|                                                         |  | 5,122,686   |   |  | 10,514,400  |  
|Liabilities                                              |  |             |   |  |             |  
|Current liabilities                                      |  |             |   |  |             |  
|Accounts payable and accrued liabilities
      (note 10) |  | 572,908     |   |  | 447,884     |  
|Deferred revenue                                         |  | 226,763     |   |  | 320,596     |  
|                                                         |  | 799,671     |   |  | 768,480     |  
|Shareholders Equity(note 6)                             |  |             |   |  |             |  
|Capital stock                                            |  | 54,005,703  |   |  | 54,005,703  |  
|Contributed surplus                                      |  | 6,136,123   |   |  | 5,065,951   |  
|Options                                                  |  | 8,532,700   |   |  | 9,064,232   |  
|Warrants                                                 |  | 49,453      |   |  | 49,453      |  
|Deficit                                                  |  | (64,400,964 | ) |  | (58,439,419 | )
|                                                         |  | 4,323,015   |   |  | 9,745,920   |  
|                                                         |  | 5,122,686   |   |  | 10,514,400  |  

Going concern (note 1)

Subsequent event(notes 6 and 16)

Approved by the Board of Directors on June 18, 2014

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

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

---

|Burcon NutraScience Corporation                                   
|------------------------------------------------------------------
|Consolidated Statements of Operations and Comprehensive
      Loss
|For the years
      ended March 31, 2014 and 2013                 
|                                                                  
|(Prepared in Canadian dollars)                                    

|                                               |  | 2014       |   |  | 2013       |  
|---------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                               |  | **$**      |   |  | **$**      |  
|Revenue                                        |  |            |   |  |            |  
|Royalty income (note 2 (a))                    |  | 94,724     |   |  | 30,309     |  
|                                               |  |            |   |  |            |  
|Expenses                                       |  |            |   |  |            |  
|General and administrative (notes 7 and 10)    |  | 3,954,026  |   |  | 3,558,693  |  
|Research and development (note 8)              |  | 2,393,649  |   |  | 2,102,928  |  
|                                               |  | 6,347,675  |   |  | 5,661,621  |  
|                                               |  |            |   |  |            |  
|Loss from operations                           |  | (6,252,951 | ) |  | (5,631,312 | )
|Interest and other income(notes 10 and 12)     |  | 291,406    |   |  | 85,790     |  
|Loss and comprehensive loss for the
      year |  | (5,961,545 | ) |  | (5,545,522 | )
|Basic and diluted loss per share(note 9)       |  | (0.19      | ) |  | (0.18      | )

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

---

|Burcon NutraScience Corporation                  
|-------------------------------------------------
|Consolidated Statements of Changes in Equity     
|For the years
      ended March 31, 2014 and 2013
|                                                 
|(Prepared in Canadian dollars)                   

|                                                |  | Number of  |  |  |            |   |  |             |  |  |            |   |  |          |  |  |             |   |  |               |  
|----------------------------------------------- |  | ---------- |  |  | ---------- | - |  | ----------- |  |  | ---------- | - |  | -------- |  |  | ----------- | - |  | ------------- | -
|                                                |  | fully paid |  |  |            |   |  |             |  |  |            |   |  |          |  |  |             |   |  | Total         |  
|                                                |  | common     |  |  | Capital    |   |  | Contributed |  |  |            |   |  |          |  |  |             |   |  | shareholders' |  
|                                                |  | shares     |  |  | stock      |   |  | surplus     |  |  | Options    |   |  | Warrants |  |  | Deficit     |   |  | equity        |  
|                                                |  |            |  |  | **$**      |   |  | **$**       |  |  | **$**      |   |  | **$**    |  |  | **$**       |   |  | **$**         |  
|                                                |  |            |  |  |            |   |  |             |  |  |            |   |  |          |  |  |             |   |  |               |  
|Balance - March 31, 2012                        |  | 29,993,074 |  |  | 48,061,704 |   |  | 4,009,595   |  |  | 10,209,388 |   |  | -        |  |  | (52,893,897 | ) |  | 9,386,790     |  
|                                                |  |            |  |  |            |   |  |             |  |  |            |   |  |          |  |  |             |   |  |               |  
|Loss and comprehensive loss for the year        |  | -          |  |  | -          |   |  | -           |  |  | -          |   |  | -        |  |  | (5,545,522  | ) |  | (5,545,522    | )
|Issued during the year for cash                 |  |            |  |  |            |   |  |             |  |  |            |   |  |          |  |  |             |   |  |               |  
|Public offering                                 |  | 1,437,500  |  |  | 5,750,000  |   |  | -           |  |  | -          |   |  | -        |  |  | -           |   |  | 5,750,000     |  
|Share issue costs (note 10)                     |  | -          |  |  | (756,998   | ) |  | -           |  |  | -          |   |  | -        |  |  | -           |   |  | (756,998      | )
|Options exercised                               |  | 83,354     |  |  | 273,901    |   |  | -           |  |  | -          |   |  | -        |  |  | -           |   |  | 273,901       |  
|Options exercised non-cash                      |  | 110,765    |  |  | -          |   |  | -           |  |  | -          |   |  | -        |  |  | -           |   |  | -             |  
|Agents warrants (note 6(a))                    |  | -          |  |  | (49,453    | ) |  | -           |  |  | -          |   |  | 49,453   |  |  | -           |   |  | -             |  
|Transferred from options on exercise of options |  | -          |  |  | 726,549    |   |  | -           |  |  | (726,549   | ) |  | -        |  |  | -           |   |  | -             |  
|Stock-based compensation                        |  | -          |  |  | -          |   |  | -           |  |  | 637,749    |   |  | -        |  |  | -           |   |  | 637,749       |  
|Unexercised vested options                      |  | -          |  |  | -          |   |  | 1,056,356   |  |  | (1,056,356 | ) |  | -        |  |  | -           |   |  | -             |  
|                                                |  |            |  |  |            |   |  |             |  |  |            |   |  |          |  |  |             |   |  |               |  
|Balance - March 31, 2013                        |  | 31,624,693 |  |  | 54,005,703 |   |  | 5,065,951   |  |  | 9,064,232  |   |  | 49,453   |  |  | (58,439,419 | ) |  | 9,745,920     |  
|                                                |  |            |  |  |            |   |  |             |  |  |            |   |  |          |  |  |             |   |  |               |  
|Loss and comprehensive loss for the year        |  | -          |  |  | -          |   |  | -           |  |  | -          |   |  | -        |  |  | (5,961,545  | ) |  | (5,961,545    | )
|Stock-based compensation                        |  | -          |  |  | -          |   |  | -           |  |  | 538,640    |   |  | -        |  |  | -           |   |  | 538,640       |  
|Unexercised vested options                      |  | -          |  |  | -          |   |  | 1,070,172   |  |  | (1,070,172 | ) |  | -        |  |  | -           |   |  | -             |  
|                                                |  |            |  |  |            |   |  |             |  |  |            |   |  |          |  |  |             |   |  |               |  
|Balance - March 31, 2014                        |  | 31,624,693 |  |  | 54,005,703 |   |  | 6,136,123   |  |  | 8,532,700  |   |  | 49,453   |  |  | (64,400,964 | ) |  | 4,323,015     |  

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

---

|Burcon NutraScience Corporation                  
|-------------------------------------------------
|Consolidated Statements of Cash Flows            
|For the years
      ended March 31, 2014 and 2013
|                                                 
|(Prepared in Canadian dollars)                   

|                                                                                   |  | 2014       |   |  | 2013       |  
|---------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                                                                   |  | **$**      |   |  | **$**      |  
|                                                                                   |  |            |   |  |            |  
|Cash flows from operating activities                                               |  |            |   |  |            |  
|Loss for the year                                                                  |  | (5,961,545 | ) |  | (5,545,522 | )
|Items not affecting cash                                                           |  |            |   |  |            |  
|Amortization of deferred development costs                                         |  | 533,625    |   |  | 400,218    |  
|Amortization of property and
      equipment                                       |  | 150,570    |   |  | 143,364    |  
|Amortization of deferred revenue                                                   |  | (93,833    | ) |  | (27,368    | )
|Stock-based compensation expense                                                   |  | 538,640    |   |  | 637,749    |  
|                                                                                   |  |            |   |  |            |  
|                                                                                   |  | (4,832,543 | ) |  | (4,391,559 | )
|Changes in non-cash working capital items                                          |  |            |   |  |            |  
|Amounts receivable                                                                 |  | (106,417   | ) |  | 2,503      |  
|Prepaid expenses                                                                   |  | (11,847    | ) |  | (35,552    | )
|Accounts payable and accrued liabilities                                           |  | (1,414     | ) |  | (468,768   | )
|Deferred revenue                                                                   |  | -          |   |  | 125,308    |  
|                                                                                   |  |            |   |  |            |  
|                                                                                   |  | (4,952,221 | ) |  | (4,768,068 | )
|                                                                                   |  |            |   |  |            |  
|Cash flows from investing activities                                               |  |            |   |  |            |  
|Decrease in short-term investments                                                 |  | 2,085,746  |   |  | 216,215    |  
|Decrease in restricted cash                                                        |  | -          |   |  | 361,600    |  
|Acquisition of property and equipment                                              |  | (254,765   | ) |  | (83,362    | )
|Development costs deferred                                                         |  | -          |   |  | (247,697   | )
|                                                                                   |  |            |   |  |            |  
|                                                                                   |  | 1,830,981  |   |  | 246,756    |  
|                                                                                   |  |            |   |  |            |  
|Cash flows from financing activities                                               |  |            |   |  |            |  
|Deferred financing costs                                                           |  | (88,813    | ) |  | -          |  
|Issue of capital stock                                                             |  | -          |   |  | 6,023,901  |  
|Share issue costs                                                                  |  | -          |   |  | (756,998   | )
|                                                                                   |  |            |   |  |            |  
|                                                                                   |  | (88,813    | ) |  | 5,266,903  |  
|                                                                                   |  |            |   |  |            |  
|(Decrease) increase in cash and cash
      equivalents                             |  | (3,210,053 | ) |  | 745,591    |  
|                                                                                   |  |            |   |  |            |  
|Cash and cash equivalents - Beginning of
      year                                |  | 4,602,520  |   |  | 3,856,929  |  
|                                                                                   |  |            |   |  |            |  
|Cash and cash equivalents - End of
      year                                      |  | 1,392,467  |   |  | 4,602,520  |  
|                                                                                   |  |            |   |  |            |  
|Cash and cash equivalents consist of                                               |  |            |   |  |            |  
|Cash                                                                               |  | 1,392,467  |   |  | 4,602,520  |  
|Cash equivalents                                                                   |  | -          |   |  | -          |  
|                                                                                   |  |            |   |  |            |  
|                                                                                   |  | 1,392,467  |   |  | 4,602,520  |  
|                                                                                   |  |            |   |  |            |  
|Supplemental disclosure of non-cash
      investing and financing activities       |  |            |   |  |            |  
|Amortization of property and equipment charged to deferred
      development costs |  | -          |   |  | 6,566      |  
|Warrants issued during the year                                                    |  | -          |   |  | 49,453     |  

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

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

|1 | Going concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  | Burcon NutraScience Corporation (Burcon or the Company)
      is incorporated in the Yukon Territory, Canada and its common shares are
      listed and publicly traded on the Toronto Stock Exchange and the NASDAQ
      Stock Exchange. The registered address of Burcon is Suite 200, Financial
      Plaza, 204 Lambert Street, Whitehorse, Yukon and the address of its
      principal office is 1946 West Broadway, Vancouver, British
  Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  | These consolidated financial statements have been
      prepared on a going concern basis, which assumes that the Company will be
      able to continue its operations for the foreseeable future and will be
      able to realize its assets and discharge its liabilities in the normal
      course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  | As at March 31, 2014, the Company had only minimal
      revenues from its technology, had an accumulated deficit of $64,400,964
      and had relied on equity financings, private placements, rights offerings
      and other equity transactions to provide the financing necessary to
      undertake its research and development activities. At March 31, 2014, the
      Company had cash and cash equivalents of $1,392,467. These conditions
      indicate existence of a material uncertainty that casts substantial doubt
      about the ability of the Company to meet its obligations as they become
      due and, accordingly, its ability to continue as a going
concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  | The Companys ability to continue as a going concern is
      dependent upon the Company raising additional capital. The Company will
      need to raise additional capital to meet its business objectives. On April
      2, 2014, the Company completed a rights offering for 1,860,276 common
      shares at a price of $2.82 per common share for gross proceeds of
      $5,245,978 (note 16) and net proceeds of approximately $5.0 million.
      Although the Company expects to receive royalty revenues from its license
      and production agreement with Archer Daniels Midland Company (ADM) from
      the sales of CLARISOY (note 2), the amount and timing of royalty revenues
      cannot be ascertained at this time. Burcon expects the amount of royalty
      revenues from the sales of CLARISOY will not reach its full potential
      until such time production is expanded to one or more full-scale
      commercial facilities. ADM has announced that it intends to expand
      commercial production of CLARISOY. However, the timing of the
      construction of such a full-scale commercial facility has not yet been
      determined.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  | These consolidated financial statements do not reflect
      the adjustments to the carrying values of assets and liabilities, the
      reported revenues and expenses, and the balance sheet classifications that
      would be necessary if the Company were unable to realize its assets and
      settle its liabilities as a going concern in the normal course of
      operations. Such adjustments could be material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2 | Nature of operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  | Burcon and its subsidiary are research and development
      companies that are developing plant protein extraction and purification
      technology in the field of functional, renewable plant proteins. The
      Company and its subsidiary have developed CLARISOY, a soy protein and
      Peazazz®, a pea protein, and are developing
      Puratein®, and Supertein and Nutratein®, three
      canola protein isolates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

(1)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

| | a) | CLARISOY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | On March 4, 2011, Burcon signed a license and production
      agreement (Soy Agreement) with ADM to license its CLARISOY technology to
      ADM on an exclusive basis to produce, market and sell CLARISOY soy
      protein worldwide. The terms of the Soy Agreement include: (a) the license
      to ADM of all intellectual property, including know-how and trade secrets,
      concerning the manufacture and use of CLARISOY, (b) payments to Burcon on
      a quarterly basis that began upon certain approval by the Environment
      Protection Agency and continue until the first bona fide arms length sale
      of soy products manufactured in the semi- works production facility, (c)
      the engineering and design of an initial commercial CLARISOY production
      plant to be completed by ADM and (d) a royalty structure that incorporates
      financial incentives for ADM to expand sales globally. ADM will make
      royalty payments to Burcon on the sales of CLARISOY under the 20-year Soy
      Agreement. Maintaining the CLARISOY soy protein patent portfolio during
      the term of the Soy Agreement is the responsibility of Burcon. In December
      2012, ADM notified Burcon of the first bona fide arms length sale of
      CLARISOY soy protein. Pursuant to the Soy Agreement, the initial license
      fee payments ceased at the end of the quarter that immediately precedes
      the quarter in which the first bona fide arms length sale of CLARISOY
      manufactured in the semi-works production facility occurs. Accordingly,
      commencing with the quarter ended December 31, 2012, Burcon earned a
      percentage of net revenues from the sale of CLARISOY manufactured from
      the semi-works production facility. In March 2014, ADM provided written
      notice to Burcon that it intends to expand the commercial production of
      CLARISOY soy protein such that its production capacity meets the required
      obligations under the Soy Agreement to retain its exclusive license for
      CLARISOY. If ADM does not fulfill certain obligations under the Soy
      Agreement, Burcon will have the option to convert the exclusive license to
      a non-exclusive license.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | b) | Peazazz®                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Burcon has developed a novel pea protein isolate that it
      has branded Peazazz®. In June 2013, Burcon announced that it
      has completed the construction of a Peazazz®semi-works
      production facility. The semi- works plant, located in Winnipeg, Manitoba,
      will enable Burcon to provide market development quantities (tonnage
      amounts) to customers for product and market development
  activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Burcon has executed a number of material transfer
      agreements (MTAs) with potential partners and customers, and has provided
      samples produced from the Peazazz®semi-works production
      facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | c) | Puratein®, Supertein and
      Nutratein®                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Burcon is developing three canola protein isolate
      products, Puratein®, Supertein and Nutratein®. In
      2008, Puratein®and Supertein achieved US self-affirmed GRAS
      (Generally Recognized As Safe) status, and the US Food and Drug
      Administration formally acknowledged receipt of Burcons GRAS notification
      for Puratein®and Supertein in 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

(2)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

|3 | Significant accounting
policies
|- | -------------------------------

Basis of presentation

These consolidated financial statements
are prepared in accordance with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB) and
interpretations issued by the IFRS Interpretations Committee (IFRS IC).

The Company has consistently applied
the same accounting policies throughout all periods presented. The board of
directors approved these financial statements on June 18, 2014.

Principles of consolidation

These consolidated financial statements
include the accounts of the Company and its subsidiary, Burcon NutraScience (MB)
Corp. A subsidiary is an entity in which the Company has control, directly or
indirectly. Under IFRS 10, an investor controls an investee if and only if the
investor has power over the investee, exposure, or rights, to variable returns
from its involvement with the investee , and the ability to use its power over
the investee to affect the amount of the investor's returns. All material
intercompany transactions and balances have been eliminated on consolidation.

Details of the Companys subsidiary at
March 31, 2014 are as follows:

Place of
    InterestName
    incorporation
    %
    Principal activityBurcon NutraScience (MB) Corp.
    Manitoba, Canada
    100
    Research and development


Revenue recognition

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

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

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

(3)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

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

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

Business combinations

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

Accounting estimates

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

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

(4)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

Cash and cash equivalents

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

Short-term investments

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

Financial instruments

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

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

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

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

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

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

(5)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

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

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

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

The Company has no derivative
instruments.

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

Property and equipment

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

| | Equipment          | 20%
| | ------------------ | ---
| | Computer equipment | 30%

Impairment of long-lived assets

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

(6)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

Research and development costs

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

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

Goodwill

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

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

Income taxes

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

(7)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

Government assistance

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

Stock-based compensation

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

Provisions

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

Earnings (loss) per share

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

(8)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

Foreign currency translation

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

Changes in accounting policies

The Company has adopted the following
new and revised standards, along with any consequential amendments, effective
April 1, 2013. These changes have been made in accordance with the applicable
transitional provisions.

| |  | The Company has adopted IFRS 10, Consolidated
      Financial Statements, which did not result in any changes to the
      Companys scope of consolidation.                                                                                                                                                                                                                                                                                                                                                                               
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | The Company has adopted IFRS 12, Disclosure of
      Interests in Other Entities, which outlines the disclosure
      requirements for interests in subsidiaries and other entities to enable
      users to evaluate the risks associated with interests in other entities
      and the effects of those interests on an entitys financial position,
      financial performance and cash flows. This standard did not have a
      significant impact on the financial statements of the Company.                                      
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | The Company has adopted the amendments to IAS 1,
      Presentation of Financial Statements. These amendments requires the
      Company to group other comprehensive income items by those that may be
      recycled through net income and those that will not be recycled through
      net income. The adoption did not result in changes to the consolidated
      statements of operations and comprehensive loss, as the Company
      currently does not have any transactions to recognize within other
    comprehensive income.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | The Company has adopted IFRS 13, Fair Value
      Measurement. The adoption of IFRS 13 did not result in any measurement
      adjustments as at April 1, 2013.                                                                                                                                                                                                                                                                                                                                                                            

(9)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

Accounting standards issued and not
yet effective

IFRS 9 - Financial instruments -
Classification and Measurement

The first part of a new standard on
classification and measurement of financial assets and financial liabilities
that will replace IAS 39, Financial Instruments - Recognition and
Measurement. IFRS 9 has two measurement categories of financial assets:
amortized cost and fair value. All equity instruments are measured at fair
value. A debt instrument is at amortized cost only if the entity is holding it
to collect contractual cash flows and the cash flows represent principal and
interest. Otherwise, it is at fair value through profit or loss. Financial
liabilities are measured at either at fair value through profit and loss or
amortized cost. IFRS 9 was updated in October 2010 to include guidance on
financial liabilities and derecognition of financial instruments.

In July 2013, the IASB tentatively
decided to defer the mandatory effective date of IFRS 9. The IASB agreed that
the mandatory effective date should no longer be annual periods beginning on or
after January 1, 2015 but rather be left open pending the finalization of the
impaired and classification and measurement requirements.

Amendments to IFRS 7 - Financial
Instruments: Disclosures

IFRS 7 is amended to require additional
disclosures on transition from IAS 39 to IFRS 9. The Amendment of IFRS 7 is
effective on adoption of IFRS 9.

IAS 32 - Financial Instruments:
Presentation

IAS 32 is amended to clarify
requirements for offsetting of financial assets and financial liabilities. IAS
32 is effective for years beginning or after January 1, 2014.

IFRIC 21 - Levies

IFRIC 21 provides guidance on when an
obligating event occurs that gives rise to a liability to pay a government levy
that is not income tax. IFRIC 21 is effective for annual periods beginning on or
after January 1, 2014.

The Company does not expect any
material impact from the adoption of these standards.

(10)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

|4 | Property and equipment
|- | ----------------------

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

Included in equipment is $nil (2013 -
$50,000) for projects in progress.

| |                                            |  |           |  |  | Computer  |  |  |           | 
| | ------------------------------------------ |  | --------- |  |  | --------- |  |  | --------- | 
| |                                            |  | Equipment |  |  | equipment |  |  | Total     | 
| |                                            |  | **$**     |  |  | **$**     |  |  | **$**     | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Cost at March 31, 2012                     |  | 3,200,422 |  |  | 62,315    |  |  | 3,262,737 | 
| | Current period additions                   |  | 33,256    |  |  | 106       |  |  | 33,362    | 
| | Current period disposals                   |  | -         |  |  | -         |  |  | -         | 
| | Current period projects in progress        |  | 50,000    |  |  | -         |  |  | 50,000    | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Cost at March 31, 2013                     |  | 3,283,678 |  |  | 62,421    |  |  | 3,346,099 | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Accumulated amortization at March 31, 2012 |  | 2,590,562 |  |  | 45,687    |  |  | 2,636,249 | 
| | Current period retirements                 |  | -         |  |  | -         |  |  | -         | 
| | Current period amortization                |  | 144,925   |  |  | 5,005     |  |  | 149,930   | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Accumulated amortization at March 31, 2013 |  | 2,735,487 |  |  | 50,692    |  |  | 2,786,179 | 
| |                                            |  |           |  |  |           |  |  |           | 
| | Net book value at March 31, 2013           |  | 548,191   |  |  | 11,729    |  |  | 559,920   | 

(11)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

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

**$**Cost at March 31, 2013
    
    2,223,435Current period additions
    
    -Cost at March 31, 2014
    
    2,223,435Amortization and impairment at March 31, 2013
    
    400,218Current period amortization
    
    533,625Amortization and impairment at March 31, 2014
    
    933,843Net book value at March 31, 2014
    
    1,289,592Cost at March 31, 2012
    
    1,969,172Current period additions
    
    254,263Cost at March 31, 2013
    
    2,223,435Amortization and impairment at March 31, 2012
    
    -Current period amortization
    
    400,218Amortization and impairment at March 31, 2013
    
    400,218Net book value at March 31, 2013
    
    1,823,217


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

| | a) | Capital stock
| | -- | -------------

Authorized
          Unlimited number of
common shares without par value

On November 23, 2012, Burcon completed
a public offering of 1,437,500 common shares at $4.00 per common share. The
agents received a cash commission of 6% of the gross proceeds and compensation
options (Agents Warrants) entitling the agents to purchase up to 57,500 common
shares (equal to 4% of the common shares sold pursuant to the offering). Each
Agents Warrant is exercisable to acquire one common share of the Company at an
exercise price of $4.00 per share at any time before May 24, 2014. The fair
value of the Agents Warrants was estimated at $49,453 using the Black-Scholes
pricing model and has been included in warrants. The Agents Warrants were
outstanding as at March 31, 2014, and these warrants expired unexercised on May
23, 2014.

(12)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

| | b) | Contributed surplus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Contributed surplus comprises the value ascribed to
      expired warrants and options and forfeited vested options, previously
      categorized in either warrants or options, as applicable, within
      shareholders equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | c) | Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | The Company has a stock option plan in which all
      directors, officers, employees and consultants of the Company and its
      subsidiary are eligible to participate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | At March 31, 2014, 1,986,161 (2013 - 1,882,000) options
      to purchase common stock are outstanding from the stock option plan. These
      options, when vested under the terms of the plan, are exercisable at
      prices ranging between $2.48 and $9.60 per common share. An additional
      1,176,308 (2013 - 1,280,469) options may be granted in future years under
      this plan. Unless otherwise determined by the board of directors, the
      options have a term of 10 years from the date of grant. The vesting terms
      are determined at the discretion of the board of directors at the time of
      grant. All grants are recognized using graded vesting, with each vesting
      tranche being valued separately, and the fair value of each tranche
      recognized over its respective vesting period.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | During the year ended March 31, 2013, the Company amended
      the stock option plan by providing the optionee an alternative method to
      exercise stock options. The optionee may elect to exercise using a
      cashless method, whereby the optionee receives the number of common shares
      the value of which is equal to the amount by which the fair market value
      of the common shares exceeds the option exercise price. For these
      purposes, the fair market value is determined by the weighted average
      trading price of the common shares during the five trading days preceding
      the date of exercise. During the year ended March 31, 2014, nil (2013 -
      110,765) common shares were issued to certain optionees who elected to use
      this method of exercise.                       

| |                                 |  |           |   |  | 2014     |  |  |           |   |  | 2013     | 
| | ------------------------------- |  | --------- | - |  | -------- |  |  | --------- | - |  | -------- | 
| |                                 |  |           |   |  | Weighted |  |  |           |   |  | Weighted | 
| |                                 |  |           |   |  | average  |  |  |           |   |  | average  | 
| |                                 |  | Number of |   |  | exercise |  |  | Number of |   |  | exercise | 
| |                                 |  | options   |   |  | price    |  |  | options   |   |  | price    | 
| |                                 |  |           |   |  | **$**    |  |  |           |   |  | **$**    | 
| |                                 |  |           |   |  |          |  |  |           |   |  |          | 
| | Outstanding - Beginning of year |  | 1,882,000 |   |  | 7.31     |  |  | 1,995,854 |   |  | 7.32     | 
| | Granted                         |  | 454,161   |   |  | 2.48     |  |  | 457,000   |   |  | 4.27     | 
| | Exercised                       |  | -         |   |  | -        |  |  | (378,354  | ) |  | 3.30     | 
| | Forfeited/expired               |  | (350,000  | ) |  | 5.67     |  |  | (192,500  | ) |  | 8.08     | 
| | Outstanding - End of year       |  | 1,986,161 |   |  | 6.50     |  |  | 1,882,000 |   |  | 7.31     | 

(13)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

The following table summarizes
information about stock options outstanding and exercisable at March 31, 2014:

Options outstanding
    Options exercisableWeightedNumber
    average
    Weighted
    Number
    Weightedoutstanding
    remaining
    average
    exercisable
    averageRange of
    at March 31,
    contractual
    exercise
    at March 31,
    exerciseexercise prices
    2014
    life
    price
    2014
    price$
    
    (years)
    $
    
    $2.48 to 4.82
    911,161
    8.58
    3.38
    462,333
    3.766.10 to 6.78
    115,000
    6.55
    6.69
    115,000
    6.698.05 to 9.60
    960,000
    5.85
    9.44
    960,000
    9.441,986,161
    
    
    1,537,333


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

| |                                      |  | 2014  |  |  | 2013  | 
| | ------------------------------------ |  | ----- |  |  | ----- | 
| |                                      |  |       |  |  |       | 
| | Dividend yield                       |  | 0.0%  |  |  | 0.0%  | 
| | Expected volatility                  |  | 51.7% |  |  | 56.2% | 
| | Risk-free interest rate              |  | 2.3%  |  |  | 1.5%  | 
| | Expected forfeitures                 |  | 10.7% |  |  | 13.3% | 
| | Expected average option term (years) |  | 8.1   |  |  | 7.2   | 

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

The weighted average fair value of the
options granted during the year ended March 31, 2014 was $1.44 (2013 - $2.26)
per option.

Included in research and development
expenses is $146,189 (2013 - $52,179) (note 8) of stock-based compensation and
included in general and administrative expenses is $392,451 (2013 - $585,570)
(note 7) of a combination of stock-based compensation and costs settled by way
of stock options.

(14)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

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

| |                                        |  | 2014      |  |  | 2013      | 
| | -------------------------------------- |  | --------- |  |  | --------- | 
| |                                        |  | **$**     |  |  | **$**     | 
| |                                        |  |           |  |  |           | 
| | Professional fees                      |  | 1,926,656 |  |  | 1,352,810 | 
| | Salaries and benefits (note 6)         |  | 1,284,988 |  |  | 1,598,099 | 
| | Investor relations (note 6)            |  | 354,061   |  |  | 227,067   | 
| | Office supplies and services (note 10) |  | 164,095   |  |  | 147,352   | 
| | Other                                  |  | 105,961   |  |  | 111,761   | 
| | Travel and meals                       |  | 82,782    |  |  | 84,423    | 
| | Management fees (note 10)              |  | 32,365    |  |  | 33,730    | 
| | Amortization of property and equipment |  | 3,118     |  |  | 3,451     | 
| |                                        |  |           |  |  |           | 
| |                                        |  | 3,954,026 |  |  | 3,558,693 | 

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

| |                                            |  | 2014      |  |  | 2013      | 
| | ------------------------------------------ |  | --------- |  |  | --------- | 
| |                                            |  | **$**     |  |  | **$**     | 
| |                                            |  |           |  |  |           | 
| | Salaries and benefits (note 6)             |  | 1,236,243 |  |  | 1,077,498 | 
| | Amortization of deferred development costs |  | 533,625   |  |  | 400,218   | 
| | Laboratory operation                       |  | 300,565   |  |  | 324,238   | 
| | Amortization of property and equipment     |  | 147,452   |  |  | 139,913   | 
| | Rent                                       |  | 85,497    |  |  | 78,933    | 
| | Analyses and testing                       |  | 69,891    |  |  | 57,425    | 
| | Travel and meals                           |  | 20,376    |  |  | 24,703    | 
| |                                            |  |           |  |  |           | 
| |                                            |  | 2,393,649 |  |  | 2,102,928 | 

|9 | Basic and diluted loss per
share
|- | --------------------------------

The following table sets forth the
computation of basic and diluted loss per share:

| |                                                                                             |  | 2014       |   |  | 2013       |  
| | ------------------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                                                                             |  | **$**      |   |  | **$**      |  
| | Loss for the year, being loss attributable
      to common shareholders - basic and diluted |  | 5,961,545  |   |  | 5,545,522  |  
| |                                                                                             |  |            |   |  |            |  
| |                                                                                             |  | Shares     |   |  | Shares     |  
| | Weighted average common shares - basic and
      diluted                                    |  | 31,624,693 |   |  | 30,621,447 |  
| | Basic and diluted loss per share                                                            |  | (0.19      | ) |  | (0.18      | )

For the years ended March 31, 2014 and
2013, the Company excluded all potential common share equivalents from the
diluted loss per share calculation as they were anti-dilutive.

(15)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

|10 | Related party transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company engaged a company that is controlled by an
      entity that has significant influence over Burcon for the following
      related party transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Included in general and administrative expenses (office
      supplies and services) for the year ended March 31, 2014 is $63,721 (2013
      - $63,163) for office space rental, services, and equipment
  rental.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | For the year ended March 31, 2014, included in general
      and administrative expenses (management fees) is $32,365 (2013 - $33,730)
      for services provided to the Company. At March 31, 2014, $1,423 (2013 -
      $3,079) of this amount is included in accounts payable and accrued
      liabilities. For the year ended March 31, 2014, included in interest and
      other income is $12,895 (2013 - $14,263) for management services provided
      by the Company. At March 31, 2014, $1,424 (2013 - $531), of this amount is
      included in amounts receivable. Included in deferred financing costs are
      fees of $2,550 (2013 - $nil) and included in share issue costs are fees of
      $nil (2013 - $5,100) for administrative services provided directly for
      financings, of which $1,035 is included in accounts payable and accrued
      liabilities as of March 31, 2014 (2013 - $nil).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11 | Key management compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Key management includes the Companys CEO and COO.
      Remuneration of directors and key management personnel
  comprises:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                     |  | 2014    |  |  | 2013    | 
| | ------------------- |  | ------- |  |  | ------- | 
| |                     |  | **$**   |  |  | **$**   | 
| |                     |  |         |  |  |         | 
| | Short-term benefits |  | 367,743 |  |  | 364,822 | 
| | Option-based awards |  | 247,191 |  |  | 506,748 | 
| |                     |  |         |  |  |         | 
| |                     |  | 614,934 |  |  | 871,570 | 

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

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

(16)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

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

| |                                                                                                          |  | 2014       |   |  | 2013       |  
| | -------------------------------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                                                                                          |  | **$**      |   |  | **$**      |  
| |                                                                                                          |  |            |   |  |            |  
| | Recovery of income taxes based on the
      combined statutory income tax rate of 27.13% (2013 - 27.14%) |  | (1,617,000 | ) |  | (1,505,000 | )
| | Deferred income tax assets not recognized                                                                |  | 1,400,000  |   |  | 1,191,000  |  
| | Non-capital losses expired                                                                               |  | 153,000    |   |  | -          |  
| | Adjustment to deferred income tax assets for changes in tax
      rates                                  |  | (74,000    | ) |  | -          |  
| | Non-deductible items and tax adjustments                                                                 |  | 138,000    |   |  | 314,000    |  
| |                                                                                                          |  |            |   |  |            |  
| | Recovery of income taxes                                                                                 |  | -          |   |  | -          |  

As at March 31, 2014, the Company has
non-capital losses of approximately $32,915,000 (2013 - $28,827,000) available
to reduce taxable income in future years. These losses expire as follows:

| |      |  | **$**      | 
| | ---- |  | ---------- | 
| |      |  |            | 
| | 2015 |  | 1,784,000  | 
| | 2016 |  | 1,502,000  | 
| | 2027 |  | 1,814,000  | 
| | 2028 |  | 2,093,000  | 
| | 2029 |  | 2,432,000  | 
| | 2030 |  | 3,498,000  | 
| | 2031 |  | 4,358,000  | 
| | 2032 |  | 5,327,000  | 
| | 2033 |  | 4,606,000  | 
| | 2034 |  | 5,501,000  | 
| |      |  |            | 
| |      |  | 32,915,000 | 

In addition, the Company has SR&ED
expenditures of approximately $11,561,000 available to carry forward
indefinitely.

ITCs of $4,533,000 may be used to
offset deferred income taxes otherwise payable and expire between 2015 and 2034.

Included in interest and other income
is $228,812 (2013 - $720) of refundable ITCs of which $115,655 is included in
amounts receivable at March 31, 2014 (2013 - $nil).

(17)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

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

| |                                         |  | 2014       |   |  | 2013       |  
| | --------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                         |  | **$**      |   |  | **$**      |  
| |                                         |  |            |   |  |            |  
| | Deferred income tax assets (liability)  |  |            |   |  |            |  
| | SR&ED
      expenditures                |  | 3,058,000  |   |  | 2,818,000  |  
| | Losses from operations carried forward  |  | 8,829,000  |   |  | 7,653,000  |  
| | Deferred revenue                        |  | 61,000     |   |  | 87,000     |  
| | Deferred development costs              |  | (309,000   | ) |  | (437,000   | )
| | Financing costs                         |  | 118,000    |   |  | 228,000    |  
| | Property and equipment                  |  | 55,000     |   |  | 63,000     |  
| |                                         |  |            |   |  |            |  
| | Unrecognized deferred income tax assets |  | 11,812,000 |   |  | 10,412,000 |  

Management believes the realization of
income tax benefits related to these losses and other potential deferred income
tax assets is uncertain at this time and cannot be viewed as probable.
Accordingly, the Company has not recognized these deferred income tax assets.

|13 | Financial instruments
|-- | ---------------------

Credit risk

The financial instruments that expose
the Company to a concentration of credit risk are cash and cash equivalents,
amounts receivable and short-term investments. The Companys cash and cash
equivalents may comprise interest-bearing savings instruments with Canadian
chartered banks. Short-term investments comprise interest-bearing securities
with Canadian chartered banks with maturities at their purchase dates of greater
than three months but not more than a year. The Company limits its exposure to
credit loss by placing its cash and cash equivalents and short-term investments
with two Canadian chartered banks.

Interest rate risk

All of the Companys financial
instruments are non-interest bearing except for cash and cash equivalents that
earn interest at variable market rates and short-term investments that earn
interest at a fixed interest rate. Burcons cash and cash equivalents and
short-term investments are held at two Canadian chartered banks to maximize
interest and to diversify risk. For the year ended March 31, 2014, the weighted
average interest rate on the interest earned on the Companys cash and cash
equivalents was 1.17% per annum (2013 - 1.19% per annum) and the weighted
average interest rate earned on short-term investments was 1.45 % (2013 - 1.51%)
per annum. The impact of a 1% strengthening or weakening of interest rate on the
Companys cash and cash equivalents at March 31, 2014 is estimated to be a
$14,000 increase or decrease in interest income per year.

(18)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

|   | Liquidity risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company manages liquidity risk through the management
      of its capital structure (note 14). It also manages liquidity risk by
      monitoring actual and forecasted cash flows taking into account current
      and planned operations. The Companys estimated minimum contractual
      undiscounted cash flow requirements for its financial liabilities at March
      31, 2014 is $572,908, all of which is within the next 12 months.                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14 | Capital disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company considers its capital to be its shareholders
      equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company manages its capital structure to have
      sufficient resources available to meet day-to-day operating requirements,
      continue as a going concern and fund its research and development program.
      The Company is dependent on non-operating sources of cash, primarily from
      issuing equity, to fund its operations and research development programs.
      The Company monitors its capital and the expected cash flows required to
      achieve its business objectives to determine its future financing needs.
      It seeks additional capital when deemed appropriate, but there is no
      assurance that it will be able to secure the necessary capital when
      required. Refer also to note 1.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company is not subject to externally imposed capital
      requirements and there has been no change with respect to the overall
      capital risk management strategy during the year ended March 31,
    2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15 | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company is committed to make payments under certain
      operating leases for office space and office equipment. Operating lease
      costs expensed during the year were $143,043 (2013 - $141,321). The future
      payments required under operating leases are as
follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                      

**$**2015
    
    64,0382016
    
    66,2982017
    
    28,324158,660


(19)

---

|Burcon NutraScience Corporation           
|------------------------------------------
|Notes to Consolidated Financial Statements
|March 31, 2014
      and 2013             
|                                          
|(Prepared in Canadian dollars)            

|16 | Subsequent event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On April 2, 2014, the Company completed an offering of
      shares by way of a rights offering for gross proceeds to Burcon of
      $5,245,978, with net proceeds of approximately $5.0 million. Burcon issued
      to each shareholder one right (the Rights) for each common share held by
      such shareholder. Every 17 Rights entitled the holder thereof to purchase
      one common share in the Company at a price of $2.82 per common
    share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Subject to certain conditions, three corporate
      shareholders (the Guarantors), including ITC Corporation Limited
      (ITC), had each agreed to provide a standby guarantee (the Standby
      Commitment) to purchase such common shares that were available to be
      purchased, but not otherwise subscribed for that would have resulted in a
      minimum of 930,138 common shares issued under the rights offering. As the
      rights offering was over- subscribed, the Guarantors were not required to
      fulfill their respective obligations under the Standby Commitment. As
      consideration for the Standby Commitment, the Guarantors received share
      purchase warrants (Standby Warrants) entitling the Guarantors to acquire
      up to 232,534 common shares at an exercise price of $2.82 per common share
      that will be exercisable up to April 2, 2016. In accordance with the policies
      of the TSX, the exercise of the Standby Warrants by the Guarantors, is
      subject to shareholder approval, which will be sought at Burcon's next
      annual general meeting (the AGM). If the Company fails to obtain the
      requisite shareholder approval for the Guarantors, the Company will pay to
      the Guarantors a cash fee in the aggregate of $52,460 as compensation for
      the Standby Commitment. If the Company fails to obtain the additional
      requisite shareholder approval for ITC as an insider of the company, it
      will pay to ITC a cash fee equal to $26,828 as compensation for the
      Standby Commitment. Had the exercise of these warrants been approved by
      the shareholders as at April 2, 2014, the fair value of these warrants
      would have been an estimated $416,270 using the Black-Scholes option
      pricing model.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Financing costs incurred up to March 31, 2014 have been
      recorded as deferred financing costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

(20)

---