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EXHIBIT 99.3

MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
2014

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

This Managements Discussion and Analysis (MD&A) has been
prepared as at June 23, 2015 to provide a meaningful understanding of Burcon
NutraScience Corporations (Burcon or the Company) operations, performance,
and financial condition for the year ended March 31, 2015. The following
information should be read in conjunction with the Companys audited
consolidated financial statements and related notes, which have been prepared in
accordance with International Financial Reporting Standards (IFRS) as issued
by the International Accounting Standards Board (IASB) and interpretations
issued by the IFRS Interpretations Committee (IFRS IC). We have prepared this
MD&A with reference to National Instrument 51-102 Continuous Disclosure
Obligations of the Canadian Securities Administrators. Under the United States
/ Canada Multijurisdictional Disclosure System, we are permitted to prepare this
MD&A in accordance with the disclosure requirements of Canada, which are
different from those of the United States. Additional information relating to
Burcon, including the Companys Annual Information Form (AIF), is available on
SEDAR at www.sedar.comor the Edgar website at
www.sec.gov/edgar.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain "forward-looking statements" and
"forward-looking information" as defined under applicable Canadian and U.S.
securities laws (collectively, "forward-looking statements"). All
statements, other than statements of historical fact, are forward-looking
statements. When used in this MD&A the words "estimate", "project",
"believe", "anticipate", "intend", "expect", "plan", "predict", "may", "should",
"will", or the negatives of these words or other variations thereof and
comparable terminology are intended to identify forward-looking statements. The
forward-looking statements pertain to, among other things:

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

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
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- future protection of intellectual property and improvements to existing
  processes and products;
- regulatory approvals;
- input and other costs; and
- liquidity and working capital.

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

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

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

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
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- the condition of the global economy;
- market acceptance of the Company's products;
- changes in product pricing;
- changes in the Company's customers' requirements, the competitive
  environment and related market conditions;
- product development delays;
- changes in the availability or price of labour and supplies;
- the Company's ability to attract and retain business partners, suppliers,
  employees and customers;
- changing food or feed ingredient industry regulations;
- the regulatory regime;
- the Company's access to funding and its ability to provide the capital
  required for product development, operations and marketing efforts, and
  working capital requirements; and
- the Company's ability to protect its intellectual property.

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

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

OVERVIEW OF THE COMPANY AND ITS BUSINESS

Since 1999, Burcon has developed a portfolio of composition,
application, and process patents originating from our core protein extraction
and purification technology. Our patented processes utilize inexpensive oilseed meals and other plant-based sources
for the production of purified plant proteins that exhibit certain nutritional,
functional and nutraceutical profiles. Burcons CLARISOY soy protein
offers clarity and high quality protein nutrition for low pH beverage systems
and excellent solubility and clean flavour at any pH; Peazazz® is a
uniquely soluble pea protein with clean flavour characteristics; and
Puratein®, Supertein® and Nutratein® are three
canola protein isolates with unique functional and nutritional attributes. Our
products are targeted at the multi-billion-dollar protein ingredient market and
are particularly suited to health and wellness applications. Our
environmentally-friendly and sustainable technologies have been developed at our
own research facility led by our team of highly specialized scientists and
engineers. Our patent portfolio currently consists of 188 issued patents
worldwide, including 59 issued U.S. patents, and in excess of 375 additional
patent applications, 59 of which are U.S. patent applications.

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
2014

2015 RIGHTS OFFERING

On April 30, 2015, the Company completed an offering of shares
by way of a rights offering (the 2015 Rights Offering) for 1,552,044 common
shares at $2.26 per common share for gross proceeds of $3,507,619, with net
proceeds of approximately $3.35 million. Burcon issued to each shareholder as of
April 2, 2015 (the 2015 Record Date) in certain provinces in Canada and in the
United States, one transferable right (the 2015 Rights) for each common share
held by such shareholder. Every twenty-two 2015 Rights entitled the holder thereof to
purchase one common share in the Company for $2.26 per common share.

Subject to certain conditions, three corporate shareholders
(the 2015 Guarantors), including ITC Corporation Limited (ITC), each agreed
to provide a standby guarantee (the 2015 Standby Commitment) to purchase such
common shares that were available to be purchased, but not otherwise subscribed
for, that would have resulted in a minimum of 1,552,044 common shares being
issued under the 2015 Rights Offering. As the 2015 Rights Offering was
oversubscribed, the 2015 Guarantors were not required to fulfill their
respective obligations under the 2015 Standby Commitment. As consideration for
the 2015 Standby Commitment, the 2015 Guarantors received share purchase
warrants (the 2015 Standby Warrants) entitling the 2015 Guarantors to acquire
up to 388,011 common shares at an exercise price of $2.26 per common share that
are exercisable up to April 30, 2017. In accordance with the policies of the
Toronto Stock Exchange (TSX), the issuance of the 2015 Standby Warrants to the
2015 Guarantors is subject to shareholder approval for the exercise price, which
will be sought at Burcon's next annual general meeting (the AGM) that is
expected to be held in September 2015. ITC is subject to an additional
shareholder approval as an insider of the Company. If the Company fails to
obtain the requisite shareholder approval for the exercise price for the 2015
Guarantors, the Company will pay to the 2015 Guarantors a cash fee in the
aggregate of $70,152 as compensation for the 2015 Standby Commitment. If the
Company obtains the requisite shareholder approval for the exercise price, but
fails to obtain the additional shareholder approval for ITC as an insider of the
Company, it will pay to ITC a cash fee of $35,876 as compensation for the 2015
Standby Commitment.

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
2014

PRIVATE PLACEMENT

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

2014 RIGHTS OFFERING

On April 2, 2014, the Company completed an offering of shares
by way of a rights offering for 1,860,276 common shares at $2.82 per common
share for gross proceeds of $5,245,978, with net proceeds of approximately $5.0
million. Burcon issued to each shareholder as of February 19, 2014 (the Record
Date) in certain provinces in Canada and in the United States, one transferable
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
for $2.82 per common share.

Subject to certain conditions, three corporate shareholders
(the Guarantors), including ITC, 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 being 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
entitling the Guarantors to acquire up to 232,534 common shares at an exercise
price of $2.82 per common share that are exercisable up to April 2, 2016. In
accordance with the policies of the TSX, the issuance of the Standby Warrants to
the Guarantors was subject to shareholder approval. Burcons shareholders
approved the issuance at the AGM held on September 10, 2014. Burcon estimated
the fair value of these warrants to be $357,945 using the Black-Scholes option
pricing model and recorded the warrants as financing expense when the warrants
were issued.

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

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
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OPERATIONAL HIGHLIGHTS

Peazazz®

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

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

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

During the year, the Winnipeg Technical Centre (WTC)
conducted work on alternate and improved processes to produce
Peazazz® pea protein. Work continued in our laboratory to conduct
testing and sensory evaluation on products produced from these new processes. We
also continued to file new patent applications to strengthen our patent
portfolio.

Burcon continued its discussions and project work, from
applications to shelf-life testing, with a select group of multi-national food
ingredient providers with respect to commercializing Peazazz®. The
continued applications work is to explore what the partners see as the potential
market applications for Peazazz, including beverages, protein bars and non-dairy
desserts. Burcon is working to improve its market and pricing forecasts and
understanding how Peazazz® may compete in the broader existing
protein ingredient market. From the second quarter onwards, the WTC produced
samples for evaluation by these potential partners.

Burcon is considering a number of various options, including
building full-scale production facilities through a variety of partnership
structures. As at the date of this MD&A, discussions are still on-going with
these parties.

CLARISOY

Burcon has the Soy Agreement with ADM to license its
CLARISOY technology to ADM on an exclusive basis to produce, market
and sell CLARISOY soy protein (the Soy Products) worldwide. ADM
has constructed a commercial-scale production facility (the Semi-works
Production Facility) to manufacture the Soy Products. In March 2014, ADM
provided written notice to Burcon that it intends to expand the commercial
production of CLARISOY soy protein. ADMs intention to expand
commercial production capacity of CLARISOY ensures that its
production capacity meets the required obligations under the Soy Agreement to
retain its exclusive license for CLARISOY. If ADM does not fulfill
certain obligations under the Soy Agreement, Burcon will have the option to convert the exclusive
license to a non-exclusive license.

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

The CLARISOY portfolio is being marketed by ADMs Foods &
Wellness group. Their marketing activities are supported by CLARISOY samples
produced at the semi-works plant for market-building activities, and for product
development by ADMs global customer base.

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

In addition to CLARISOY 170, ADM was advertising numerous
CLARISOY products at the IFT Food Expo, including CLARISOY 100, CLARISOY 110,
CLARISOY 120, CLARISOY 150 and CLARISOY 180.

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

Burcon has not received any significant royalty revenues from
ADMs sales of CLARISOY. During the year March 31, 2015, Burcon recorded royalty
revenues of $105,387 (2014 - $94,724) comprised primarily of initial license fee
payments recognized as royalty revenue. Burcon expects royalty revenues to be
marginal until ADM brings its large-scale commercial
CLARISOYproduction facility online.

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

Other

During the year, research work was also conducted on protein
extraction from various plant sources to explore potential new commercial and
patenting opportunities.

INTELLECTUAL PROPERTY

Burcons patent strategy is to aggressively seek protection for
new technologies as well as further protecting current technologies. In
addition, Burcon has filed patent applications to cover alternative extractive
technologies that may not be commercially viable. These patent applications form
part of Burcons defensive strategy to gain as much protection in the protein
extraction and purification space as possible. Over the years,
Burcon has filed patent applications in various countries over its inventions.
Burcons patent applications can be grouped into three categories:

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

During the year, Burcon filed five new patent applications,
received five U.S. patent grants, and continued the maintenance and prosecution
of its patent applications. Subsequent to the year-end, Burcon received two
additional U.S. patent grants.

In April 2014, Burcon was granted a key patent for a
CLARISOY composition of matter patent application. This is the first
CLARISOYcomposition of matter patent application that has been
allowed and provides protection over the commercially valuable attributes of
CLARISOY.

In an effort to conserve its cash resources, Burcon abandoned
certain non-core canola patents and canola patent applications during fiscal
2014 that it deemed to be unessential or redundant for the purposes of achieving
its strategic objectives in non-U.S. countries.

Burcon currently holds 59 U.S. issued patents over its canola,
soy and flax protein processing technologies and canola protein isolate
applications. In addition, Burcon has a further 59 patent applications currently
filed with the U.S. Patent and Trademark Office.

Burcon has also filed applications for most of its inventions
internationally under the Patent Cooperation Treaty of the World Intellectual
Property Organization. Together with patents issued in other countries, Burcon
now holds a total of 188 issued patents covering inventions that include the 59
granted U.S. patents. Currently, Burcon has over 375 additional patent
applications that are being reviewed by the respective patent offices in various
countries.

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
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SUMMARY OF OPERATING RESULTSYears ended March 31
(in thousands of dollars, except share and per-share amounts)

|                                                |  | 2015   |   |  | 2014   |   |  | 2013   |  
|----------------------------------------------- |  | ------ | - |  | ------ | - |  | ------ | -
|                                                |  | IFRS   |   |  | IFRS   |   |  | IFRS   |  
|                                                |  |        |   |  |        |   |  |        |  
|Royalty income                                  |  | 105    |   |  | 95     |   |  | 30     |  
|Interest and other income                       |  | 310    |   |  | 291    |   |  | 86     |  
|General and administrative expenses             |  | 4,459  |   |  | 3,954  |   |  | 3,559  |  
|Research and development expenses               |  | 2,536  |   |  | 2,394  |   |  | 2,103  |  
|Loss for the year                               |  | (6,579 | ) |  | (5,962 | ) |  | (5,546 | )
|Basic and diluted loss per share                |  | (0.20  | ) |  | (0.19  | ) |  | (0.18  | )
|Total assets                                    |  | 6,700  |   |  | 5,123  |   |  | 10,514 |  
|Total long-term liabilities                     |  | 133    |   |  | 227    |   |  | 321    |  
|Weighted average shares outstanding (thousands) |  | 33,605 |   |  | 31,625 |   |  | 30,621 |  

RESULTS OF OPERATIONS

As at March 31, 2015, Burcon has not yet generated any
significant revenues from its technology. For the year ended March 31, 2015, the
Company recorded a loss of $6,579,424 ($0.20 per share), as compared to
$5,961,545 ($0.19 per share) last year. Included in the loss is $731,447 (2014 -
$538,640) of stock-based compensation (non-cash) costs, warrants issued for
financing of $357,945 (2014 - $nil), amortization of deferred revenue of $93,833
(2014 - $93,833), amortization of deferred development costs of $533,625 (2014 -
$533,625), and amortization of property and equipment of $150,329 (2014 -
$150,570).

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

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

|                                       |  | Year
      ended March 31 | 
|-------------------------------------- |  | ------------------------- | 
|                                       |  | 2015                      | 
|Professional fees                      |  | 2,056                     | 
|Salaries and benefits                  |  | 1,389                     | 
|Financing expense                      |  | 414                       | 
|Investor relations                     |  | 222                       | 
|Office supplies and services           |  | 166                       | 
|Other                                  |  | 119                       | 
|Travel and meals                       |  | 61                        | 
|Management fees                        |  | 29                        | 
|Amortization of property and equipment |  | 3                         | 
|                                       |  | 4,459                     | 

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Professional fees(in thousands of dollars)

|                                     |  | Year
      ended March 31 | 
|------------------------------------ |  | ------------------------- | 
|                                     |  | 2015                      | 
|                                     |  |                           | 
|Regulatory and intellectual property |  | 1,833                     | 
|Legal and audit                      |  | 140                       | 
|Consulting                           |  | 83                        | 
|                                     |  | 2,056                     | 

Patent legal fees and expenses comprise the majority of
regulatory and intellectual property costs and account for a significant portion
of Burcons professional fees. Burcons patent strategy is to aggressively seek
protection for new technologies as well as further protecting current
technologies.

Patent legal fees increased by about $125,000 over the past
year. The pea portfolio accounted for about $189,000 of the increase, of which
about $142,000 related to three patents that entered national phase during the
year, as compared to none in fiscal 2014. The remaining increase relates to
general increased activity in this portfolio. The soy portfolio accounted for
$182,000 of the overall increase, due mainly to two patents that were granted in
Europe that incurred registration fees of $106,000 in several European
countries, increased maintenance payments of $47,000, with the balance to higher
activity levels for the soy portfolio.

Patent legal fees decreased by $285,000 for the canola
portfolio as compared to last year. Burcon abandoned certain non-core canola
patents in the third quarter of last year that it deemed to be unessential for
the purposes of achieving its strategic objectives in non-US countries. There
was a decrease in $156,000 in maintenance fees over the previous years, with the
balance of the decrease attributed to the lower professional fees incurred for
the smaller canola portfolio.

There was an increase of $39,000 in the patent portfolio for
other product applications, due to a patent application that entered national
phase during this year.

From inception, Burcon has expended approximately $12.3 million
on patent legal fees and disbursements to strengthen its patent portfolio in
various countries of the world and file patent applications for new inventions.

Consulting expenses increased by about $60,000 over the past
year, due mainly to financial advisory fees of about $54,000. Burcon also
incurred lower legal fees as compared to last year.

Salaries and benefits

Included in salaries and benefits is stock-based compensation
expense of approximately $486,000 (2014  $377,000) for the year ended March 31,
2015. There was no significant change in the cash portion of salaries and
benefits last year.

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
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Financing expense

As noted in the Rights Offering section on page 5, Burcon
issued 232,534 warrants to the Guarantors of the Rights Offering and has
recorded an estimated fair value of $357,945 as financing expense after
shareholder approval was granted at the 2014 AGM. The balance of the financing
expenses related to professional fees incurred for exploring various financing
options available to the Company.

Investor relations

There was no stock-based compensation expense included in
investor relations expense this year. Included in investors relations expenses
for the year ended March 31, 2014 is stock-based compensation expense of about
$15,000 for options granted to a U.S. investor relations firm. The cash portion
of investor relations expenses decreased by about $117,000 for year ended March
31, 2015, as compared to last year. The decrease is attributed mainly to
roadshow fees and travel expenses of about $67,000 relating to an extensive
European roadshow undertaken in December 2013, with the balance of the decrease
due mainly to U.S. investor relations consultant fees incurred in fiscal
2014.

Research and development expenses

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

|                                           |  | Year
      ended March 31 | 
|------------------------------------------ |  | ------------------------- | 
|                                           |  | 2015                      | 
|Salaries and benefits                      |  | 1,386                     | 
|Amortization of deferred development costs |  | 534                       | 
|Laboratory operation                       |  | 308                       | 
|Amortization of property and equipment     |  | 147                       | 
|Rent                                       |  | 88                        | 
|Analyses and testing                       |  | 65                        | 
|Travel and meals                           |  | 8                         | 
|                                           |  | 2,536                     | 

A significant portion of R&D expenses is comprised of
salaries and benefits. Included in salaries and benefits for the year ended
March 31, 2015 is stock-based compensation expense of about $246,000 (2014 -
$146,000). The cash portion of salaries and benefits increased by about $50,000
for the year ended March 31, 2015. The increase is due mainly to certain staff
members returning this year after having been on leave on absences last year and
nominal salary increases.

Laboratory operation expenses increased by about $7,000 for the
year ended March 31, 2015 over last year. This is attributed to higher repairs
and maintenance and utilities expenses of about $29,000, offset by a decrease in
equipment rental costs of about $22,000. The higher repairs and utilities costs are consistent with the increased
level of activity at the WTC, as measured by the number and size of production
runs carried out during the year.

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
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LIQUIDITY AND FINANCIAL POSITION

Conditions do exist, as described in the Consolidated Financial
Statements that cast substantial doubt over the Companys ability to continue as
a going concern. As at March 31, 2015, the Company had not earned significant
revenues from its technology, had an accumulated deficit of $70,980,388 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, 2015, the Company had cash and cash
equivalents of $2.4 million and short-term investments of $1.3 million. Together
with C$3.4 million net proceeds raised from the rights offering subsequent to
the year-end, management estimates these funds are sufficient to fund its
operations through July 2016. The estimated date exclude proceeds from
outstanding convertible securities and royalty revenues that may be derived from
a CLARISOY full-scale commercial facility. Burcon will require
additional capital to meet its business objectives, although there is no
assurance that additional financing will be available on acceptable terms, if at
all.

During the year ended March 31, 2015, Burcon recorded
approximately $105,000 (2014 - $95,000) in royalty revenues, mostly from the
recognition of previously deferred initial license fees received. Due to the
nature of the Semi-works Production Facility, Burcon expects the amount of
royalty revenues from the sales of CLARISOY will not reach its full
potential until such time production is expanded to one or more full-scale
commercial facilities. As noted above, ADM provided written notice to Burcon
that it intends to increase its annual production capacity beyond the capacity
of the semi-works production facility. However, the timing of the construction
of such a full-scale commercial facility has not yet been determined. The amount
of royalty revenues that may be derived from the Semi-works Production Facility
and a full-scale commercial facility cannot be ascertained at this time.

The net cash used in operations during the year ended March 31,
2015, was approximately $4,818,000, as compared to $4,952,000 in the previous
year. The decrease of $134,000 is attributed to an increases in patent expenses
of $115,000, consulting fees of about $60,000 and financing expense of $56,000,
offset by decreases in investor relations expenses of about $117,000, legal fees
of about $49,000 and G&A and R&D travel and meals of $34,000; in
addition, R&D salaries and laboratory operation costs increased by about
$50,000 and $7,000, respectively; royalty income increased by $11,000 and
investment tax credits decreased by about $109,000 due to fiscal 2013s
investment tax credit claim filed in fiscal 2014. The increase in cash flows
from the movement in non-cash working capital items is due mostly to higher
patent legal fees outstanding as at March 31, 2015 and the refundable investment
credits for fiscal 2014 included in accounts receivable as at March 31, 2014.

At March 31, 2015, Burcons working capital was approximately
$3.3 million (March 31, 2014 - $1.1 million). As noted above, Burcon completed a
rights offering of $3.5 million gross proceeds subsequent to the year-end. As at
March 31, 2015, Burcon was committed to about $41,000 of capital expenditures. Burcon may incur up to
$250,000 in additional capital expenditures if modifications or further upgrades
are required to the Peazazz® semi-works production facility and about
$1.8 million in patent legal fees and disbursements for fiscal 2016. We expect
three patent application to enter national phase next year, and we also expect
to incur patenting costs for new patent applications, as well as applications
that will incur costs related to European registrations.

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
2014

FINANCIAL INSTRUMENTS

The Companys financial instruments are its cash and cash
equivalents, short-term investments, amounts receivable and accounts payable and
accrued liabilities.

Credit risk

The financial instruments that expose the Company to a
concentration of credit risk are cash and cash equivalents, short-term
investments and amounts receivable. The Companys cash and cash equivalents may
comprise interest-bearing savings instruments with Canadian chartered banks.
Short-term investments comprise interest-bearing instruments with Canadian
chartered banks with maturities at their purchase dates of greater than three
months and 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
rates. 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, 2015, the weighted average interest rate earned on the
Companys cash and cash equivalents was 1.22% per annum (2014 1.17%) and the
weighted average interest rate earned on short-term investments was 0.30% (2014
 1.45%) per annum. The impact of a 1% strengthening or weakening of interest
rate on the Companys cash and cash equivalents at March 31, 2015 is estimated
to be a $24,000 increase or decrease in interest income per year.

Liquidity risk

The Company manages liquidity risk through the management of
its capital structure. It also manages liquidity risk by monitoring actual and
forecasted cash flows taking into account current and planned operations. The
Companys estimated minimum contractual undiscounted cash flow requirements for
its financial liabilities as at March 31, 2015 was $775,454, all of which is
within the next 12 months. Conditions do exist, as described in the Liquidity
and Financial Position section above and in the Consolidated Financial
Statements that cast substantial doubt over the Companys ability to continue as
a going concern.

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
2014

Fair value

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

The carrying values of cash and cash equivalents, short-term investments, amounts
receivable and accounts payable and accrued liabilities approximate their fair
values due to the short-term natures of those assets and liabilities.

Currency risk

All of the Companys short-term investments are denominated in
US dollars. Therefore, the Company is exposed to risk from changes in foreign
exchange rates.

OUTSTANDING SHARE DATA

As at March 31, 2015, Burcon had 34,144,969 common shares
outstanding, 232,534 share purchase warrants that are convertible to an equal number of common shares at an exercise price of $2.82 per share, and 2,512,167 stock options that are convertible to an equal number of shares
outstanding at a weighted average exercise price of $5.66 per share. As at the date of this MD&A, Burcon had 35,697,013 common
  shares outstanding, 235,880
  share purchase warrants that are convertible to an equal number of common shares
at an exercise price of $2.78 per share, and 2,512,167 stock options that are convertible to an equal number of shares
outstanding at a weighted average exercise price of $5.66 per share.

QUARTERLY FINANCIAL DATA(Unaudited, in thousands of
dollars, except per-share amounts)

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

|                                   |  | Three months ended |  
|---------------------------------- |  | ------------------ | -
|                                   |  |                    |  
|                                   |  | March 31, 2014     |  
|Royalty, interest and other income |  | 148                |  
|Loss for the period                |  | (1,239             | )
|Basic and diliuted loss per share  |  | (0.04              | )

Included in the loss in quarters one to four this year are
about $101,000, $108,000, $374,000 and $148,000 of stock-based compensation
expense, respectively. Similarly, included in quarters one to four of fiscal
2014 are about $87,000, $83,000, $274,000 and $95,000 of stock-based
compensation expense, respectively. The higher stock-based compensation expense
in the third quarters of this year and last year relate to the recognition
of options granted in those quarters that had vested immediately.

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
2014

Included in the loss of each quarter in the table above is
$133,000 of amortization of deferred development costs, and included in the loss
of the second quarter of this year is $358,000 of warrants issued for financing.

Patent legal fees and expenses account for a significant amount
of the Companys expenditures. These expenditures reached a historical high of
$605,000 in the fourth quarter of this year, due mainly to patent applications
that incurred significant European registration fees as noted on page 10. They
were also particularly high during the third quarter of this year of $514,000,
and also during the first and second quarters of last year of $442,000 and
$551,000, respectively, mostly due to patent applications that entered national
phase during those quarters.

RELATED PARTY TRANSACTIONS

Burcon engaged Burcon Group Limited, a company that is
controlled by ITC who has significant influence over Burcon, for the following
related party transactions:

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

For the year ended March 31, 2015, included in general and
administrative expenses (management fees) and (financing expense) are $29,068
(2014 - $32,365) and $593 (2014 - $nil), respectively, for administrative
services provided. At March 31, 2015, $1,715 (March 31, 2014 - $1,423) of this
amount is included in accounts payable and accrued liabilities. For the year
ended March 31, 2015, included in interest and other income is $21,812 (2014 -
$12,895) for legal and accounting services provided by the Company. At March 31,
2015, $818 (March 31, 2014 - $1,424) of this amount is included in amounts
receivable. Included in deferred financing costs are fees of $2,235 (2014 -
$2,550) and included in share issue costs are fees of $615 (2014 - $nil) for
administrative services provided directly for financings, of which $1,913 is
included in accounts payable and accrued liabilities as at March 31, 2015 (March
31, 2014 - $1,035).

During the year, the Company issued warrants to ITC related to
the rights offering as noted on page 5 and recorded the estimated fair value of
$183,053 as financing expense.

CRITICAL ACCOUNTING ESTIMATES

The consolidated financial statements have been prepared in
accordance with IFRS as issued by the IASB and interpretations issued by the
IFRS IC.

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

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
2014

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

CHANGES IN ACCOUNTING POLICIES

The Company adopted the following new and revised standards,
along with any consequential amendments, effective April 1, 2014. These changes
have been made in accordance with the applicable transitional provisions.

- The Company adopted International Accounting Standards (IAS) 32, Financial Instruments: Presentation.
  These amendments clarify the requirements for offsetting of financial assets
  and liabilities. The adoption did not result in material changes to the
  Companys financial statements.
- The Company adopted IFRIC 21, Levies, which provides guidance on
  whether an obligating event occurs that gives rise to a liability to pay a
  government levy that is not income tax. The adoption did not have any impact
  on the Companys financial statements.

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

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

IFRS 15 - Revenue from Contracts with Customers

This new standard on revenue recognition supersedes IAS 18,
Revenue, IAS 11, Construction Contracts, and related
interpretations. IFRS 15 is effective for annual periods beginning on or after
January 1, 2017, with early adoption permitted. The IASB has issued an exposure
draft that would, if approved, defer the effective date to January 1, 2018.

IFRS 9 - Financial instruments - Classification and
Measurement

The final version of IFRS 9 was issued in July 2014 and
includes (i) a third measurement category for financial assets, and (ii) a
single forward looking expected loss impairment model.

IFRS 9 is effective for
  annual periods beginning on or after January 1, 2018.

16

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
2014

Amendments to IFRS 7 - Financial Instruments: Disclosures

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

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

EMERGING GROWTH COMPANY STATUS

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

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

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER
FINANCIAL REPORTING

The Chief Executive Officer and Chief Financial Officer, as
well as other executives, have designed disclosure control and procedures
(DC&P), or have caused them to be designed under their supervision, to
provide reasonable assurance that material information relating to the Company
has been made known to them. The officers have evaluated the effectiveness and
design of its DC&P as at March 31, 2015 and have determined these controls
to be effective.

These officers are also responsible for designing and
maintaining internal controls over financial reporting (ICFR), or have caused
them to be designed under their supervision, to provide reasonable assurance
regarding the reliability of the Companys ICFR. They have evaluated and
determined these internal controls and procedures over financial reporting as at
March 31, 2015 and concluded they are effective. They have also concluded that
there were no significant changes in the ICFR that occurred during the year
ended March 31, 2015 that could have materially affected, or are reasonably
likely to materially affect, the Companys DC&P and ICFR.

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
2014

RISKS AND UNCERTAINTIES

The Company is subject to a number of risks and uncertainties
that can significantly affect its financial condition and future operations. Key
risks are outlined below. In addition, a detailed explanation of the risk
factors which we face is provided in our AIF for the year ended March 31, 2015
under the section titled Risk Factors, which is incorporated by reference
herein. The AIF is available at www.sedar.com.

Patents and proprietary rights Burcons success will
depend, in part, on its ability to obtain patents, maintain trade secret
protection and operate without infringing on the proprietary rights of others or
having others infringe on its rights. Burcon has filed applications for most of
its inventions internationally under the Patent Cooperation Treaty of the World
Intellectual Property Organization. As at the date of this MD&A, Burcon has
been granted a total of 188patents in various countries covering a
number of key processes and uses of Burcons products as functional food and
beverage ingredients. Of those patents, 59 have been granted in the United
States. Although Burcon expends significant resources and efforts to patent its
discoveries and innovations, there can be no assurances that our patent
applications will result in the issuance of patents, or any patents issued to
Burcon will provide it with adequate protection or any competitive advantages,
or that such patents will not be successfully challenged by third parties.
Burcon cannot be assured that competitors will not independently develop
products similar to the Companys products or manufacture products designed to
circumvent the exclusive patent rights granted to the Company. Further, Burcon
may need to incur significant expenditures in prosecuting claims against others
whom it believes are infringing on its rights and by defending claims of
intellectual property infringement brought by its competitors and others.

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

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
2014

History of operating losses and financing requirements
Burcon has accumulated net losses of approximately $71.0 million from its date
of incorporation through March 31, 2015. On December 19, 2012, Burcon announced
that it had been notified by ADM of the first commercial sale of
CLARISOY soy protein produced by ADM. However, Burcon reported
minimal cash royalty revenue during fiscal 2014 and fiscal 2015. Although Burcon
expects to receive royalty payments from ADM pursuant to the Soy Agreement, the
magnitude of these future royalty payments cannot be ascertained at this time.
In the absence of a definitive time for when sales of products will be
significant, Burcon expects such losses to increase as it continues to
commercialize its products, its research and development and product and its
application trials. Burcon expects to continue to incur substantial losses
before it reaches the commercialization stage. Burcon cannot predict if it will
ever achieve profitability and, if it does, it may not be able to sustain or
increase its profitability. The commercial success of any of Burcons products
will depend on whether they receive public and industry acceptance as a food
ingredient and dietary supplement, and whether they may be sold at competitive
prices or are able to obtain sufficient royalty revenue from licensing, which
adequately exceeds Burcons production or business costs.

Developing Burcons products and conducting product application
trials is capital intensive. Since acquiring its subsidiary in October 1999,
Burcon has raised gross proceeds of approximately $65.9 million from the sale or
issuance of equity securities. Burcon will need to raise additional capital to
fund operations and application trials, continue research and development for
commercial production of its products, generate data to support regulatory
recognition in Canada, the European Union and the United States, where
necessary, and to commercialize its products. As at the date of this MD&A,
Burcon had approximately $3.7 million in cash and cash equivalents and
short-term investments. Together with the net proceeds of $3.35 million from the
rights offering that completed subsequent to March 31, 2015, Burcon believes
that it has sufficient capital to fund the current level of operations through
July 2016. Although Burcon has sufficient funds to operate until July 2016, it
will need raise additional capital on acceptable terms in order for the Company
to meet its business objectives and fund its operations. If Burcon is unable to
raise additional funds when it needs them, it may be required to delay, reduce
or eliminate some or all of its development programs and some or all of its
product application trials. In addition, conditions do exist, as described in
the Liquidity and Financial Position section above and in the Consolidated
Financial Statements that cast substantial doubt over the Companys ability to
continue as a going concern. Although global financial markets have been in
recovery, the inherent risk in investing in early stage companies such as Burcon
may make it difficult for the Company to obtain capital and financing for its
operations. There can be no assurance that additional financing may be available
on acceptable terms, if at all.

OUTLOOK

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

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MANAGEMENTS DISCUSSION AND ANALYSISOF FINANCIAL
CONDITION AND RESULTS OF OPERATIONSYEARS ENDED MARCH 31, 2015 AND
2014

Pea

Burcon will continue to further discussions and negotiations
with the select group of potential partners to secure a royalty or a joint
operations agreement for Peazazz®. Burcon will continue to supply
sufficient product development quantities of samples produced from the
Peazazz®semi-works facility to these potential strategic partners to
conduct full-scale, real-world testing. Burcon will also continue to refine and
optimize the extraction and purification technology, work on developing new
applications and products and file additional patent applications.

Soy

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

Canola

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

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

20

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