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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

________

FORM 40-F

[   ] Registration statement pursuant to Section 12 of the
Securities Exchange Act of 1934

or

[X] Annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934

|For the fiscal year ended March 31, 2014 | Commission File Number 001-35289
|---------------------------------------- | --------------------------------

Burcon NutraScience Corporation(Exact name of Registrant as specified in its charter)

|Yukon Territory                    | 8731                                        | 98-0686585            
|---------------------------------- | ------------------------------------------- | ----------------------
|(Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer      
|Incorporation or Organization)     | Code Number)                                | Identification Number)

|1946 West Broadway                                                                                                             
|-------------------------------------------------------------------------------------------------------------------------------
|Vancouver, British Columbia V6J 1Z2                                                                                            
|(604) 733-0896                                                                                                                 
|(Address and telephone number of Registrants principal
      executive offices)                                               
|                                                                                                                               
|DL Services, Inc.                                                                                                              
|Columbia Center                                                                                                                
|701 Fifth Avenue, Suite 6100                                                                                                   
|Seattle, WA 98104-7043                                                                                                         
|(206) 903-8800                                                                                                                 
|(Name, address (including zip code) and telephone number
      (including area code) of agent for service in the United States)

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Securities registered or to be registered pursuant to Section
12(b) of the Act:

|Title of Each Class: | Name of Each Exchange On Which
      Registered:
|-------------------- | ------------------------------------------------
|Common Shares        | The NASDAQ Stock Market LLC                     

Securities registered or to be registered pursuant to Section
12(g) of the Act: None

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information
filed with this form:

|[ X ] Annual Information Form | [ X ] Audited Annual Financial Statements
|----------------------------- | -----------------------------------------

At March 31, 2014, the Registrant had outstanding 31,624,693
common shares.

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

[X] Yes                  [   ] No

Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the Registrant was required to submit and post such
files).

[   ] Yes               [   ] No

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EXPLANATORY NOTE

Burcon NutraScience Corporation
(the Registrant or the Company) is a Canadian issuer that is
permitted, under a multijurisdictional disclosure system adopted by the United
States, to prepare its Annual Report pursuant to Section 13 of the Securities
Exchange Act of 1934 (the Exchange Act) in accordance with disclosure
requirements in effect in Canada that differ from those of the United States.

FORWARD LOOKING STATEMENTS

This Annual Report on Form 40-F
and the exhibits included herein contain forward-looking information and
forward-looking statements within the meaning of applicable Canadian
securities laws and the United States Private Litigation Reform Act of 1995,
respectively, which may include, but are not limited to, statements with respect
to possible events, conditions, acquisitions, or results of operations that are
based on assumptions about future conditions and courses of action and include
future oriented financial information with respect to prospective results of
operations, financial position or cash flows that is presented either as a
forecast or a projection, and also include, but are not limited to, statements
with respect to the future financial and operating performance of the
Registrant. Often, but not always, forward-looking statements can be identified
by the use of words such as plans, proposes, expects, is expected,
budget, scheduled, estimates, forecasts, projects, intends,
targets, aims, anticipates, or believes or variations (including
negative variations) of such words or phrases, or statements that certain
actions, events or results may, could, would, might or will be taken,
occur or be achieved.

Forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Registrant to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. As a result, actual
actions, events or results may differ materially from those described in the
forward-looking statements, and there may be other factors that cause actions,
events or results to differ from those anticipated, estimated or intended
including, without limitation, those referred to in the Registrants Annual
Information Form (incorporated as Exhibit 99.1 to this Annual Report) under the
heading Risk Factors and in the Registrants Managements Discussion and
Analysis of Financial Information (incorporated as Exhibit 99.3 to this Annual
Report) under the heading Risks and Uncertainties.

Although forward-looking
statements contained in the exhibits incorporated by reference into this Annual
Report are based upon what management of the Registrant believes are reasonable
assumptions, the Registrant cannot assure investors that actual results will be
consistent with the forward-looking statements. The Registrants forward-looking
statements contained in the exhibits incorporated by reference into this Annual
Report are made as of the respective dates set forth in such exhibits. In
preparing this Annual Report, the Registrant has not updated such
forward-looking statements to reflect any change in circumstances or in
managements beliefs, expectations or opinions that may have occurred prior to
the date hereof, and the Registrant disclaims any obligation to update any
forward-looking statement, whether as a result of new information, future events
or results or otherwise, except as required by law. There can be no assurance
that forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated. Accordingly,
investors should not place undue reliance on forward-looking statements due to
the inherent uncertainty therein.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING
PRACTICES

The Registrant is permitted,
under a multijurisdictional disclosure system adopted by the United States, to
prepare this report in accordance with Canadian disclosure requirements, which
are different from those of the United States. The Registrant prepares its
financial statements, which are filed with this Annual Report on Form 40-F in
accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board, and are subject to Canadian auditing
and auditor independence standards. They may not be comparable to financial
statements of the United States companies.

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NASDAQ STATEMENT OF CORPORATE GOVERNANCE DIFFERENCES

As a foreign private issuer under
the Exchange Act, the Registrant is permitted under Nasdaq Marketplace Rule
5615(a)(3) to follow its home country practice in lieu of certain Nasdaq
corporate governance standards. In order to claim such exemption, the Registrant
must disclose the Nasdaq corporate governance standards that it does not follow
and describe the home country practice that it follows in lieu of such
standards. Except as set forth below, the Registrant is in compliance with
Nasdaq corporate governance standards:

Nasdaq Marketplace Rule 5620(c)
provides that the minimum quorum requirement for a meeting of shareholders is 33
1/3 % of the outstanding common shares. In addition, Rule 5620(c) requires that
an issuer listed on Nasdaq state its quorum requirement in its bylaws. The
Registrant follows applicable Canadian laws with respect to quorum requirements.
The Registrants quorum requirement is set forth in its by-laws, which provide
that a quorum for the transaction of business at any meeting of shareholders is
two persons present in person or by proxy representing 5% of the outstanding
common shares entitled to vote at the meeting.

Nasdaq Marketplace Rule
5605(d)(3)(D) provides that a listed issuers compensation committee may select,
or receive advice from, a compensation consultant, legal counsel or other
adviser only after taking into account certain independence factors. The
Registrant follows applicable Canadian laws with respect to compensation
consultants, legal counsel and other advisers to its Nominating and Compensation
Committee. The applicable Canadian laws do not require the Registrant to
consider potential conflicts of interest on the part of compensation
consultants, legal counsel and other advisers, but do require the Registrant to
disclose any such conflicts in its management information circular.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, or the
portions thereof indicated below, that are filed as exhibits to this Annual
Report on Form 40-F (Annual Report), are incorporated herein by
reference.

- Annual Information Form of the Registrant for the year ended March 31,
  2014;
- Audited Annual Consolidated Financial Statements of the Registrant for the
  year ended March 31, 2014 and notes thereto, presented in accordance with
  International Financial Reporting Standards as issued by the International
  Accounting Standards Board, together with the report of auditors thereon; and
- Managements Discussion and Analysis of the Registrant for the year ended
  March 31, 2014.

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period
covered by this Annual Report, the Registrant carried out an evaluation, under
the supervision of the Registrants Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the Registrants disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).
Based upon that evaluation, the Registrants Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of the period covered by
this Annual Report, the Registrants disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Registrant
in reports that it files or submits under the Exchange Act is (i) recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission (the Commission) rules and forms, and (ii)
accumulated and communicated to the Registrants management, including its
principal executive officer and principal financial officer, to allow timely
decisions regarding required disclosure.

The Registrants management,
including the Chief Executive Officer and Chief Financial Officer, does not
expect that its disclosure controls and procedures or internal procedures will
prevent all error and all fraud. A control system can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance

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that all control issues and instances of fraud, if any, within
the Registrant have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion by two or more
people, or by management override of the control. The design of any system of
controls is also based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Because of the
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and may not be detected.

MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

The Registrants management is
responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act). The Registrants internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.

Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

Management conducted an
evaluation of the design and operation of the Registrants internal control over
financial reporting as of March 31, 2014, based on the criteria set forth in the
1992 Internal Control  Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. This evaluation
included review of the documentation of controls, evaluation of the design
effectiveness of controls, testing of the operating effectiveness of controls
and a conclusion on this evaluation. Based on this evaluation, management has
concluded that the Registrants internal control over financial reporting was
effective as of March 31, 2014 and no material weaknesses were discovered.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING
FIRM

The Registrant qualifies as an
emerging growth company under Section 3 of the Exchange Act, as a result of
enactment of the Jumpstart Our Business Startups Act (the JOBS Act). Under the
JOBS Act, emerging growth companies 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. The
Registrant qualifies as an emerging growth company and therefore has not
included in, or incorporated by reference into, this Annual Report such an
attestation report as of the end of the period covered by this Annual Report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this
Annual Report, no changes occurred in the Registrants internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Registrants internal control over financial
reporting.

CODE OF ETHICS

The Registrant has adopted a code
of business ethics and conduct, which is applicable to all directors, officers
and employees of the Registrant. A copy of the code of business ethics and
conduct can be obtained from the Registrants website at www.burcon.ca or
without charge, upon request from Burcon NutraScience Corporation, 1946 West
Broadway, Vancouver, British Columbia V6J 1Z2, Canada, or by email at:
info@burcon.ca.

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DIRECTOR INDEPENDENCE

The Registrants Board of
Directors consists of the following individuals: Allan Yap, Rosanna Chau, David
Lorne John Tyrrell, Alan Chan, Matthew Hall, J. Douglas Gilpin and Bradford
Allen. The Registrants Board of Directors has determined that David Lorne John
Tyrrell, Matthew Hall, J. Douglas Gilpin and Bradford Allen are independent, as
that term is defined by the Nasdaq listing standards applicable to the
Registrant.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a
separately-designated standing audit committee established in accordance with
section 3(a)(58)(A) of the Exchange Act. The Registrants audit committee is
composed of the following directors: J. Douglas Gilpin, David Lorne John Tyrrell
and Bradford Allen. The Board of Directors has determined that each of the audit
committee members is independent, as that term is defined by the Nasdaq listing
standards applicable to the Registrant.

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrants Board of
Directors has determined that J. Douglas Gilpin, a member of the Audit
Committee, qualifies as an audit committee financial expert, as defined in
paragraph (8)(b) of General Instruction B of Form 40-F, and is independent as
that term is defined by the Nasdaq listing standards applicable to the
Registrant.

AUDIT COMMITTEE INFORMATION, AUDIT FEES, AUDIT RELATED FEES,
TAX FEES AND ALL OTHER FEES

The following information is
included in the Audit Committee and Disclosure under National Instrument
52-110 section of the Registrants Annual Information Form:

- Information regarding the Registrants Audit Committee, including
  pre-approval policies and procedures; and
- Information regarding fees billed by the Registrants principal accountants
  for each of the last two fiscal years.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general
summary of certain material U.S. federal income tax considerations applicable to
a U.S. Holder (as defined below) arising from and relating to the acquisition,
ownership, and disposition of Common Shares.

This summary is for general
information purposes only and does not purport to be a complete analysis or
listing of all potential U.S. federal income tax considerations that may apply
to a U.S. Holder arising from and relating to the acquisition, ownership, and
disposition of Common Shares. In addition, this summary does not take into
account the individual facts and circumstances of any particular U.S. Holder
that may affect the U.S. federal income tax consequences to such U.S. Holder,
including specific tax consequences to a U.S. Holder under an applicable tax
treaty. Accordingly, this summary is not intended to be, and should not be
construed as, legal or U.S. federal income tax advice with respect to any U.S.
Holder. This summary does not address the U.S. federal alternative minimum, U.S.
federal estate and gift, U.S. state and local, and foreign tax consequences to
U.S. Holders of the acquisition, ownership, and disposition of Common Shares.
Except as specifically set forth below, this summary does not discuss applicable
tax reporting requirements. Each U.S. Holder should consult its own tax advisor
regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal
estate and gift, U.S. state and local, and foreign tax consequences relating to
the acquisition, ownership and disposition of Common Shares.

No legal opinion from U.S. legal
counsel or ruling from the Internal Revenue Service (the IRS) has been
requested, or will be obtained, regarding the U.S. federal income tax
consequences of the acquisition, ownership,

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and disposition of Common Shares. This summary is not binding
on the IRS, and the IRS is not precluded from taking a position that is
different from, and contrary to, the positions taken in this summary. In
addition, because the authorities on which this summary is based are subject to
various interpretations, the IRS and the U.S. courts could disagree with one or
more of the positions taken in this summary.

Scope of this Summary

Authorities

This summary is based on the
Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations
(whether final, temporary, or proposed), published rulings of the IRS, published
administrative positions of the IRS, the Convention Between Canada and the
United States of America with Respect to Taxes on Income and on Capital, signed
September 26, 1980, as amended (the Canada-U.S. Tax Convention), and U.S.
court decisions that are applicable and, in each case, as in effect and
available, as of the date of this document. Any of the authorities on which this
summary is based could be changed in a material and adverse manner at any time,
and any such change could be applied on a retroactive or prospective basis which
could affect the U.S. federal income tax considerations described in this
summary. This summary does not discuss the potential effects, whether adverse or
beneficial, of any proposed legislation that, if enacted, could be applied on a
retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the
term "U.S. Holder" means a beneficial owner of Common Shares that is for U.S.
federal income tax purposes:

- an individual who is a citizen or resident of the U.S.;
- a corporation (or other entity treated as a corporation for U.S. federal
  income tax purposes) organized under the laws of the U.S., any state thereof
  or the District of Columbia;
- an estate whose income is subject to U.S. federal income taxation
  regardless of its source; or
- a trust that (1) is subject to the primary supervision of a court within
  the U.S. and the control of one or more U.S. persons for all substantial
  decisions or (2) has a valid election in effect under applicable Treasury
  Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, a
non-U.S. Holder is a beneficial owner of Common Shares that is not a U.S.
Holder. This summary does not address the U.S. federal income tax consequences
to non-U.S. Holders arising from and relating to the acquisition, ownership, and
disposition of Common Shares. Accordingly, a non-U.S. Holder should consult its
own tax advisor regarding the U.S. federal, U.S. federal alternative minimum,
U.S. federal estate and gift, U.S. state and local, and foreign tax consequences
(including the potential application of and operation of any income tax
treaties) relating to the acquisition, ownership, and disposition of Common
Shares.

U.S. Holders Subject to Special
U.S. Federal Income Tax Rules Not Addressed

This summary does not address the
U.S. federal income tax considerations applicable to U.S. Holders that are
subject to special provisions under the Code, including, but not limited to,
U.S. Holders: (a) that are tax-exempt organizations, qualified retirement plans,
individual retirement accounts, or other tax-deferred accounts; (b) that are
financial institutions, underwriters, insurance companies, real estate
investment trusts, or regulated investment companies; (c) that are
broker-dealers, dealers, or traders in securities or currencies that elect to
apply a mark-to-market accounting method; (d) that have a functional currency
other than the U.S. dollar; (e) that own Common Shares as part of a straddle,
hedging transaction, conversion transaction, constructive sale, or other
arrangement involving more than one position; (f) that acquired Common Shares in
connection with the exercise of employee stock options or otherwise as
compensation for services; (g) that hold Common Shares other than as a capital
asset

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within the meaning of Section 1221 of the Code (generally,
property held for investment purposes); or (h) that own or have owned (directly,
indirectly, or by attribution) 10% or more of the total combined voting power of
the outstanding shares of the Company. This summary also does not address the
U.S. federal income tax considerations applicable to U.S. Holders who are: (a)
U.S. expatriates or former long-term residents of the U.S.; (b) persons that
have been, are, or will be a resident or deemed to be a resident in Canada for
purposes of the Income Tax Act (Canada) (the Tax Act); (c) persons that use or
hold, will use or hold, or that are or will be deemed to use or hold Common
Shares in connection with carrying on a business in Canada; (d) persons whose
Common Shares constitute taxable Canadian property under the Tax Act; or (e)
persons that have a permanent establishment in Canada for the purposes of the
Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions
under the Code, including, but not limited to, U.S. Holders described
immediately above, should consult their own tax advisors regarding the U.S.
federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S.
state and local, and foreign tax consequences relating to the acquisition,
ownership and disposition of Common Shares.

If an entity or arrangement that
is classified as a partnership (or pass-through entity) for U.S. federal
income tax purposes holds Common Shares, the U.S. federal income tax
consequences to such partnership and the partners of such partnership generally
will depend on the activities of the partnership and the status of such partners
(or owners). This summary does not address the tax consequences to any such
partner. Partners of entities or arrangements that are classified as
partnerships for U.S. federal income tax purposes should consult their own tax
advisors regarding the U.S. federal income tax consequences arising from and
relating to the acquisition, ownership, and disposition of Common Shares.

Ownership and Disposition of Common Shares

The following discussion is
subject to the rules described below under the heading Passive Foreign
Investment Company Rules.

Distributions on Common Shares

Subject to the PFIC (as defined
below) rules discussed below, a U.S. Holder that receives a distribution,
including a constructive distribution, with respect to a Common Share will be
required to include the amount of such distribution in gross income as a
dividend (without reduction for any Canadian income tax withheld from such
distribution) to the extent of the current or accumulated earnings and profits
of the Company, as computed for U.S. federal income tax purposes. A dividend
generally will be taxed to a U.S. Holder at ordinary income tax rates if the
Company is a PFIC. To the extent that a distribution exceeds the current and
accumulated earnings and profits of the Company, such distribution will be
treated first as a tax-free return of capital to the extent of a U.S. Holder's
tax basis in the Common Shares and thereafter as gain from the sale or exchange
of such Common Shares. (See  Sale or Other Taxable Disposition of Common
Shares below). However, the Company may not maintain the calculations of
earnings and profits in accordance with U.S. federal income tax principles, and
each U.S. Holder should therefore assume that any distribution by the Company
with respect to the Common Shares will constitute ordinary dividend income.
Dividends received on Common Shares generally will not be eligible for the
dividends received deduction. Subject to applicable limitations and provided
the Company is eligible for the benefits of the Canada-U.S. Tax Convention,
dividends paid by the Company to non-corporate U.S. Holders, including
individuals, generally will be eligible for the preferential tax rates
applicable to long-term capital gains for dividends, provided certain holding
period and other conditions are satisfied, including that the Company not be
classified as a PFIC in the tax year of distribution or in the preceding tax
year. The dividend rules are complex, and each U.S. Holder should consult its
own tax advisors regarding the application of such rules.

Sale or Other Taxable Disposition
of Common Shares

Subject to the PFIC rules
discussed below, upon the sale or other taxable disposition of Common Shares, a
U.S. Holder generally will recognize capital gain or loss in an amount equal to
the difference between the amount of cash plus the fair market value of any
property received and such U.S. Holder's tax basis in such Common Shares sold or
otherwise disposed of. Subject to the PFIC rules discussed below, gain or loss
recognized on such sale or

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other disposition generally will be long-term capital gain or
loss if, at the time of the sale or other disposition, the Common Shares have
been held for more than one year.

Preferential tax rates apply to
long-term capital gain of a U.S. Holder that is an individual, estate, or trust.
There are currently no preferential tax rates for long-term capital gain of a
U.S. Holder that is a corporation. Deductions for capital losses are subject to
significant limitations under the Code.

Passive Foreign Investment Company Rules

If the Company were to constitute
a passive foreign investment company (PFIC) for any year during a U.S.
Holders holding period, then certain potentially adverse rules would affect the
U.S. federal income tax consequences to a U.S. Holder resulting from the
acquisition, ownership and disposition of Common Shares. The Company believes
that it was not a PFIC for its tax years ended March 31, 2013 and 2014. However,
the Company believes that it was classified as a PFIC during certain tax years
ending on or prior to March 31, 2012. The determination of whether any
corporation was, or will be, a PFIC for a tax year depends, in part, on the
application of complex U.S. federal income tax rules, which are subject to
differing interpretations. In addition, whether the Company will be a PFIC for
any future tax year depends on the assets and income of the Company over the
course of each such tax year, and, as a result, cannot be predicted with
certainty as of the date of this document. There can be no assurance that the
IRS will not challenge any determination made by the Company concerning its PFIC
status. Each U.S. Holder should consult its own tax advisors regarding the PFIC
status of the Company.

In any year in which the Company
is classified as a PFIC, a U.S. Holder will be required to file an annual report
with the IRS containing such information as Treasury Regulations and/or other
IRS guidance may require. In addition to penalties, a failure to satisfy such
reporting requirements may result in an extension of the time period during
which the IRS can assess a tax. U.S. Holders should consult their own tax
advisors regarding the requirements of filing such information returns under
these rules, including the requirement to file an IRS Form 8621.

The Company generally will be a
PFIC if, after the application of certain look-through rules with respect to
subsidiaries in which the Company holds at least 25% of the value of such
subsidiary, for a tax year, (a) 75% or more of the gross income of the Company
for such tax year is passive income (the income test) or (b) 50% or more of
the value of the Companys assets either produce passive income or are held for
the production of passive income (the asset test), based on the quarterly
average of the fair market value of such assets. Gross income generally
includes all sales revenues less the cost of goods sold, plus income from
investments and from incidental or outside operations or sources, and passive
income generally includes, for example, dividends, interest, certain rents and
royalties, certain gains from the sale of stock and securities, and certain
gains from commodities transactions. Royalties are generally treated as active
income if such royalties are derived from licensing property that the licensor
has developed, created, or produced, or has acquired and added substantial value
to, but only so long as the licensor is regularly engaged in the development,
creation or production of, or in the acquisition of and addition of substantial
value to, property of such kind.

If the Company were a PFIC in any
tax year during which a U.S. Holder held Common Shares, such holder generally
would be subject to special rules with respect to excess distributions made by
the Company on the Common Shares and with respect to gain from the disposition
of Common Shares. An excess distribution generally is defined as the excess of
distributions with respect to the Common Shares received by a U.S Holder in any
tax year over 125% of the average annual distributions such U.S. Holder has
received from the Company during the shorter of the three preceding tax years,
or such U.S. Holders holding period for the Common Shares. Generally, a U.S.
Holder would be required to allocate any excess distribution or gain from the
disposition of the Common Shares ratably over its holding period for the Common
Shares. Such amounts allocated to the year of the disposition or excess
distribution would be taxed as ordinary income, and amounts allocated to prior
tax years would be taxed as ordinary income at the highest tax rate in effect
for each such year and an interest charge at a rate applicable to underpayments
of tax would apply.

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While there are U.S. federal
income tax elections that sometimes can be made to mitigate these adverse tax
consequences (including the QEF Election under Section 1295 of the Code and
the Mark-to-Market Election under Section 1296 of the Code), such elections
are available in limited circumstances and must be made in a timely manner.

U.S. Holders should be aware
that, for each tax year, if any, that the Company is a PFIC, the Company can
provide no assurances that it will satisfy the record keeping requirements or
make available to U.S. Holders the information such U.S. Holders require to make
a QEF Election with respect to the Company or any subsidiary that also is
classified as a PFIC. U.S. Holders should consult their own tax advisors
regarding the potential application of the PFIC rules to the ownership and
disposition of Common Shares, and the availability of certain U.S. tax elections
under the PFIC rules.

Additional Considerations

Additional Tax on Passive Income

Individuals, estates and certain
trusts whose income exceeds certain thresholds will be required to pay a 3.8%
Medicare surtax on net investment income including, among other things,
dividends and net gain from disposition of property (other than property held in
certain trades or businesses). U.S. Holders should consult their own tax
advisors regarding the effect, if any, of this tax on their ownership and
disposition of Common Shares.

Receipt of Foreign Currency

The amount of any distribution
paid to a U.S. Holder in foreign currency, or on the sale, exchange or other
taxable disposition of Common Shares, generally will be equal to the U.S. dollar
value of such foreign currency based on the exchange rate applicable on the date
of receipt (regardless of whether such foreign currency is converted into U.S.
dollars at that time). A U.S. Holder will have a basis in the foreign currency
equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who
converts or otherwise disposes of the foreign currency after the date of receipt
may have a foreign currency exchange gain or loss that would be treated as
ordinary income or loss, and generally will be U.S. source income or loss for
foreign tax credit purposes. Different rules apply to U.S. Holders who use the
accrual method with respect to foreign currency received upon the sale, exchange
or other taxable disposition of the Common Shares. Each U.S. Holder should
consult its own U.S. tax advisors regarding the U.S. federal income tax
consequences of receiving, owning, and disposing of foreign currency.

Foreign Tax Credit

Subject to the PFIC rules
discussed above, a U.S. Holder that pays (whether directly or through
withholding) Canadian income tax with respect to dividends paid on the Common
Shares generally will be entitled, at the election of such U.S. Holder, to
receive either a deduction or a credit for such Canadian income tax paid.
Generally, a credit will reduce a U.S. Holders U.S. federal income tax
liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S.
Holders income subject to U.S. federal income tax. This election is made on a
year-by-year basis and applies to all foreign taxes paid (whether directly or
through withholding) by a U.S. Holder during a year.

Complex limitations apply to the
foreign tax credit, including the general limitation that the credit cannot
exceed the proportionate share of a U.S. Holders U.S. federal income tax
liability that such U.S. Holders foreign source taxable income bears to such
U.S. Holders worldwide taxable income. In applying this limitation, a U.S.
Holders various items of income and deduction must be classified, under complex
rules, as either foreign source or U.S. source. Generally, dividends paid by
a foreign corporation should be treated as foreign source for this purpose, and
gains recognized on the sale of stock of a foreign corporation by a U.S. Holder
should be treated as U.S. source for this purpose, except as otherwise provided
in an applicable income tax treaty, and if an election is properly made under
the Code. However, the amount of a distribution with respect to the Common
Shares that is treated as a dividend may be lower for U.S. federal income tax
purposes than it is for Canadian federal income tax purposes, resulting in a
reduced foreign tax credit allowance to a U.S. Holder. In addition, this
limitation is

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calculated separately with respect to specific categories of
income. The foreign tax credit rules are complex, and each U.S. Holder should
consult its own U.S. tax advisors regarding the foreign tax credit rules.

Backup Withholding and Information
Reporting

Under U.S. federal income tax
law, certain categories of U.S. Holders must file information returns with
respect to their investment in, or involvement in, a foreign corporation. For
example, recently enacted legislation generally imposes new U.S. return
disclosure obligations (and related penalties) on individuals who are U.S.
Holders that hold certain specified foreign financial assets in excess of
certain threshold amounts. The definition of specified foreign financial assets
includes not only financial accounts maintained in foreign financial
institutions, but also, unless held in accounts maintained by a financial
institution, any stock or security issued by a non-U.S. person, any financial
instrument or contract held for investment that has an issuer or counterparty
other than a U.S. person and any interest in a foreign entity. U.S. Holders may
be subject to these reporting requirements unless their Common Shares are held
in an account at certain financial institutions. Penalties for failure to file
certain of these information returns are substantial. U.S. Holders should
consult with their own tax advisors regarding the requirements of filing
information returns.

Payments made within the U.S. or
by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from
the sale or other taxable disposition of, Common Shares will generally be
subject to information reporting and backup withholding tax, at the rate of 28%,
if a U.S. Holder (a) fails to furnish such U.S. Holders correct U.S. taxpayer
identification number (generally on Form W-9), (b) furnishes an incorrect U.S.
taxpayer identification number, (c) is notified by the IRS that such U.S. Holder
has previously failed to properly report items subject to backup withholding
tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder
has furnished its correct U.S. taxpayer identification number and that the IRS
has not notified such U.S. Holder that it is subject to backup withholding tax.
However, certain exempt persons generally are excluded from these information
reporting and backup withholding rules. Any amounts withheld under the U.S.
backup withholding tax rules generally will be allowed as a credit against a
U.S. Holders U.S. federal income tax liability, if any, or will be refunded, if
such U.S. Holder furnishes required information to the IRS in a timely manner.
Each U.S. Holder should consult its own tax advisors regarding the information
reporting and backup withholding rules.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no off-balance
sheet arrangements.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table lists as of
March 31, 2014 information with respect to the Registrants known contractual
obligations.

|Payments due by period (in thousands of U.S. dollars)                  
|-----------------------------------------------------------------------
|                                                                       
|Contractual
      Obligations                                          
|Long-Term Debt Obligations                                             
|Capital (Finance) Lease Obligations                                    
|Operating Lease Obligations (1)                                        
|Purchase Obligations                                                   
|Other Long-Term Liabilities Reflected on the Registrants
      Balance

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|Sheet under the GAAP of the primary financial statements: |     |    |    |     |    
|--------------------------------------------------------- | --- | -- | -- | --- | ---
|Total                                                     | 144 | 58 | 86 | Nil | Nil

(1)Includes Vancouver and Winnipeg office premises
lease and office equipment lease.

MINE SAFETY DISCLOSURE

Not applicable.

UNDERTAKINGS

The Registrant undertakes to make
available, in person or by telephone, representatives to respond to inquiries
made by the Commission staff, and to furnish promptly, when requested to do so
by the Commission staff, information relating to the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to
file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has previously
filed with the Commission a written consent to service of process and power of
attorney on Form F-X. Any change to the name or address of the Registrants
agent for service shall be communicated promptly to the Commission by amendment
to the Form F-X referencing the file number of the Registrant.

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SIGNATURES

Pursuant to the requirements of
the Exchange Act, the Registrant certifies that it meets all of the requirements
for filing on Form 40-F and has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereto duly authorized.

| | BURCON NUTRASCIENCE CORPORATION            
| | -------------------------------------------
| |                                            
| | "/s/Allan Yap"                             
| | Name: Allan Yap                            
| | Title: Chairman and Chief Executive Officer

Date: June 23, 2014

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EXHIBIT INDEX

The following documents are being
filed with the Commission as exhibits to this Annual Report on Form 40-F.

|Exhibit | Description                                                                                                                                                                                                                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | Annual Information                                                                                                                                                                                                                                                                                                              
|99.1    | Annual Information Form of the
      Registrant for the year ended March 31, 2014                                                                                                                                                                                                                                               
|99.2    | Audited Annual Consolidated Financial
      Statements of the Registrant for the year ended March 31, 2014 and notes
      thereto, presented in accordance with International Financial Reporting
      Standards as issued by the International Accounting Standards Board,
      together with the report of auditors thereon
|99.3    | Managements Discussion and
      Analysis of the Registrant for the year ended March 31, 2014                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                 
|        | Certifications                                                                                                                                                                                                                                                                                                                  
|99.4    | Certifications by the Chief Executive Officer
      pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                  
|99.5    | Certifications by the Chief
      Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                  
|99.6    | Certifications by the Chief Executive Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002                                                                                                                                                              
|99.7    | Certifications by the Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                 
|        | Consents                                                                                                                                                                                                                                                                                                                        
|99.8    | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                                                           

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