Burcon NutraScience Corporation (BU) Earnings Call Transcript

Hello, and welcome to the Annual General and Special Meeting of Shareholders of Burcon's NutraScience Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtain all required consents for the disclosure recording, transfer and use of such personal information for all appropriate persons before your business. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Mr. Peter Kappel, Chairman of the Board of Directors of the Corporation. The floor is yours.

Thank you. Good morning, and welcome to the Annual General and Special Meeting of the Shareholders of Burcon NutraScience Corporation. My name is Peter Kappel, and I am the Chairman of the Board of Directors of the corporation. The Board has authorized me to lead the meeting of shareholders today. Today's meeting will be split into 2 parts [indiscernible] the formal business at the thereafter, Kip Underwood, our CEO, will make a presentation and entertain questions from attendees. As this meeting is held virtually via webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. One, questions in respect of the motion can be submitted by any registered shareholder, duly appointed proxy holder or guests using the Q&A icon on the virtual interface. Two, questions will generally appear shortly after they are submitted but will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Three, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. Four, when you are asked to vote, the polls will be open for you to register your votes. You will only have a certain amount of time to do so when the polls are open. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and second all motions. I now ask the Annual General and Special Meeting of the Shareholders of Corporation to come to order. Dorothy Law, Senior Vice President, Legal and Corporate Secretary of the Corporation, will act as Secretary of the meeting. With your approval, I appoint Irene Lee of Computershare Investor Services, Inc. to act as scrutineer for this meeting to compute the votes of any polls taken at this meeting and to report thereon to me. On behalf of the Board of Directors, I'm pleased to welcome you to the Annual General Meeting of the corporation. I am pleased to introduce your representatives on our Board of Directors. They are Alan Chan, James Pekar, John Vassallo, Philip Dowad, Chris Bunio and myself, Peter Kappel. The purpose of today's meeting are set out in the amended and restated management proxy circular of the corporation dated September 4, 2026. The notice calling this meeting, the amended and restated management proxy circular and the formal proxy were mailed to shareholders on or around September 8, 2026, along with audited consolidated financial statements for the corporation for the fiscal period ended March 31, 2026, and related MD&A to shareholders of the corporation who requested such statements and related MD&A. Unless there are any questions [indiscernible] objection. I will dispense with the reading of the notice of the meeting. Copies of the amended and restated management proxy circular and other meeting materials are available under the corporation's profile on the SEDAR+ website and on the corporation's website, www.burcon.ca. Our transfer agent, Computershare Investor Services Inc., has attested to the proper mailing of the notice calling this meeting. There has been filed with me proof of service of such mailing provided by the corporation's transfer agent. I direct that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. Quorum. I have been advised that there are voting shares representing more than 5% of all outstanding voting shares of the corporation present, and therefore, a quorum of shareholders of the corporation is present and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineers' report, and I direct that their formal report be annexed to the minutes of this meeting as a schedule. The minutes of the last Annual General and Special Meeting held on September 17, 2025, are filed in the minute book and available for inspection. I will entertain a motion that the reading of the minutes of the last Annual General Meeting of the corporation be dispensed with and the minutes be taken as read, approved, adopted as tabled. Unless there are objections, I declare that the minutes have been read, approved and adopted as tabled. Financial statements. As the first item of business on the agenda for today's meeting, I now present to the meeting the audited consolidated financial statements of the corporation as at and for the fiscal period ended March 31, 2026, together with the auditor's report to shareholders thereon. Copies of such documents have been mailed to the shareholders who requested such statements, and it is not proposed to read them to the meeting. Resolutions for voting. Firstly, the elected directors. The corporation did not receive notice of any director nominations in connection with the meeting within the deadline imposed in accordance with the advanced notice provisions of its articles. Accordingly, the only persons eligible to be nominated for election to the Board of Directors of the corporation are the management nominees. The 6 directors to be elected by the shareholders of the corporation shall hold office until the close of business on the first Annual Meeting of Shareholders of the corporation following election or until their successors are elected or appointed. Alan Chan, Peter Kappel, John Vassallo, James Pekar, Philip Dowad and Chris Bunio have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he is prepared to serve as a director. Since there are no other nominations, I move and second the motion to elect the directors. Unless there are any questions, I will move on to the next item of business, appointment of auditors. The next item of business is the appointment of auditors of Corporation for the ensuing year and to authorize the directors of the corporation to fix the remuneration of the auditors. The Audit Committee of the Board of Directors of the corporation has approved, subject to shareholder confirmation, the appointment of KPMG LLP as the auditors of the corporation. I move [ and second ] KPMG LLP be appointed auditors of the corporation until the next Annual Meeting of the Shareholders and that the Board of Directors be authorized to fix their remuneration. The next item of business is the reapproval of the amended and restated 2001 share option plan. As outlined in the amended and restated management proxy circular, the shareholders are requested to pass a resolution to reapprove the corporation's amended and restated 2001 share option plan. We amended and restated the plan. The principal terms of the amended and restated plan are summarized in the amended and restated management proxy circular. I now move and second as an ordinary resolution of the shareholders of Burcon NutraScience Corporation, that, one, the amended and restated plan in the form approved by the Board of -- The Board and attached to Schedule A to the corporation's amended and restated management proxy circular dated September 4, 2026, BN is hereby approved; two, all unallocated options under the amended and restated plan B and are hereby approved. Three, the corporation have the ability to continue granting options until the amended and restated plan until set under the amended and restated plan until September 24, 2029, being the date, which is 3 years from the date of the shareholders' meeting at which the shareholders' approval is being sought. Four, any 1 officer Director of the corporation is authorized on behalf and in the name of the corporation to execute all documents and to take all such actions as may be necessary or desirable to implement and give effect to this resolution or any part thereof. The next item of business is the approval of certain matters related to the private placement of convertible debentures. As announced on September 4, 2026, the corporation is conducting a convertible debenture financing of up to $21 million. Pursuant to the rules of the Toronto Stock Exchange, certain aspects of the financing is subject to shareholder approval, including disinterested shareholder approval. The background to the convertible debenture financing and the shareholder approvals required are described in the amended and restated management proxy circular. There are 2 resolutions to be put forward to shareholders for approval as described in the amended and restated management proxy circular, the dilution shareholder approval requirement defined as resolution 1 is subject to shareholder approval by ordinary resolution. The insider consideration approval requirement defined as Resolution 2 is subject to the approval of a simple majority of the shareholders of the company on a disinterested basis. At disinterested shareholder approval. Disinterested shareholder approval will be required the positive approval of a simple majority greater than 50% and of the votes cast with votes attached to common shares held by excluded insiders as defined in the amended and restated management proxy circular and their respective affiliates and associates in respect of the applicable resolutions be excluded from the applicable vote. I now move and second as an ordinary revenue to the shareholders of Burkon NutraScience Corporation that, one, be it resolved at the ordinary resolution that the issuance of up to 13,125,000 common shares upon conversion of the convertible debentures be issued under the private placement, including common shares issuable on exercise of the PF warrants as law particularly set out in the amended and restated management proxy circular be and is hereby authorized and approved. Two, any 1 director officer is authorized and directed on behalf of the corporation to perform all such acts, deeds and things and execute, under Seals Corporation all such documents, instruments, certificates and other writings as may be necessary or desirable to give effect to this resolution. Second resolution. Be it resolved as an ordinary resolution of the disinterested shareholders that, one, the issuance of up to 3,693,750 common shares to insiders and other related parties of the corporation upon conversion of the convertible debentures issued under the private placement. As more particularly set the amended and restated management proxy circular [ BN ] and is hereby authorized and approved. The payment up to $3,546,0l0 to insiders and other related parties of the corporation as interest payable under the Convertible Debentures issued under the private placement as more particularly set out in the amended and restated management proxy circular BN hereby authorized and approved. And three, that any 1 Director Officer is authorized and directed on behalf of the corporation to perform all such acts [indiscernible] and things and execute under the seal of the Corporation of applicable all such documents instruments, certificates and other writings as may be necessary or desirable to give effect to this resolution. As mentioned, voting today will be conducted under electronic ballot. Before I open the polls, I would like to address certain questions received with regard to the resolutions. If any? Dorothy, have there been any questions?

No, there were no questions with respect to the resolutions.

Thank you. Confirming that, I will now take a moment to ask that the balloting be opened to registered shareholders and appointed proxy holders. If you have already voted by proxy prior to the meeting, you do not need to vote unless you wish to change your vote. The polls are now open and at this point, all registered holders and proxy holders who have properly logged in with their control numbers or invite code and wish to vote will be able to see on the screen all motions being brought forward at this meeting. Please register your votes by accessing the voting page and selecting the for or withhold buttons next to the name of each proposed director and next to the resolution with respect to the appointment of KPMG LLP as Corporation's auditors. With respect to the resolutions for reapproval of amended and restated 2001 share option plan and the approval of certain matters related to a private placement of convertible debentures, please register your votes by selecting for or against buttons. We will provide registered shareholders and duly appointed proxy holders approximately a minute to complete the electronic ballots. Please go ahead and vote. [Voting]

The polls are now closed. I would ask the scrutineer [ to ] compile the report regarding the results of voting on all business matters and the results be published on SEDAR and by press release. I've not been advised by the scrutineers that the ballots and proxies [ is positive ] for the meeting have been voted in favor of the resolutions. One, each of the 6 nominees has been elected as directors of the corporate to serve until the next Annual Meeting of the Shareholders or until their successors are elected or appointed; two, the appointment of KPMG LLP as auditors of the corporation has been approved, and the Board of Directors of the corporation has been authorized to fix their remuneration; three, the amended and [ restated ] plan -- option plan was reapproved by a majority of the votes cast at the meeting; four, private placement of convertible debentures resolution #1 was approved by a majority of the votes cast for the meeting; five, private placement convertible to Ventures Resolution 2 was approved by a majority of the votes cast for the meeting. The votes attached to the common shares held by insiders participating in the financing and their affiliates and associates were excluded from the vote. I direct that the results of the poll be included with the minutes of this meeting, and the results of the voting will be announced in a press release in accordance with the policies of the TSX and filed on SEDAR. Thank you. The formal items of business as set out in the notice of the meeting have now been dealt with. I move and second that this meeting now terminate. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. On behalf of the Board of Directors, I would like to take this opportunity to thank Jeanne McCaherty and Richard Nazur, Jr. for their service on the Board of Directors of Burcon. Your contributions to the corporation are greatly appreciated, and we will miss you around the Board table. I will now turn the floor over to Mr. Kip Underwood Chief Executive Officer of the corporation, to report on the operations of the corporation for year ended March 31, 2026, and on its [ offsets ] for the current year. after which we will open up the floor for a question-and-answer period. For those viewing the meeting online, you can expand the slide presentation to full screen by pressing the broadcast button near the top right-hand corner of the screen. Kip, over to you.

Thank you, Peter, and thank you all for attending today. Today, we'll cover really 3 key elements. One is the target market, protein-enhanced foods. Second is, what is Burcon's right to play? Why does our technology platform not just give us the right to play but they're right to win in this market? And then third, the opportunity in front of us. Said differently, if I frame it over time, in 2025, with our partner, repurchased our manufacturing facility, we installed and commissioned our technology platform. In 2026, we have ramped both production and sales. And then 2027, looking in the future, we see the convergence of demand for protein, a proven technology platform, good momentum on production and sales leading to what truly will be a breakout year for Burcon. Our standard safe harbor statement. A key piece here is what our technology platform does [indiscernible], delivering solutions to today's new companies so they can deliver great products to their target consumers without come from us. So the people can both have the health benefits of protein in their food without making a trade-off of [indiscernible] refresh. I mentioned convergence. So here at Burcon, a pivotal moment for us, and we'll go through this in more detail through the presentation. There's a structural demand change, demand inflection for protein 4 to 5 suits, primarily driven by GLP-1 weight management medication users. Anybody taking that medication today, which is increasing by day, by week, by month, they need more protein in their diet. [indiscernible] driving a sea change [indiscernible] buying this, we're meeting the moment. Burcon spent 20 years perfecting our technology platform to deliver unmatched purity. The unmatched purity delivers performance that is to lead to commercial success, over 40 buyers of our products today over 200 active projects. Looking forward, we'll talk about our rate today. A lot of our rate today is about how do we scale production and organizational capacity to meet the demand we see coming at us. And finally, put those together truly a past a financial inflection point, really greater than $10 million in revenue, a meaningful operation leverage and positive operating cash flow in our future. I mentioned the market. So if you go back 10 years to a protein 4 to 5 [indiscernible] were mostly towards really health conscious or enthusiast -- and those are the digitals we're willing to make trade-offs. They would trade [ cases ] or convenience to get protein into their diet. Today's world is very, very different. Protein 4 to 5 [indiscernible] now are targeted general population. They're targeted at Gen Z, for example. And you can see this. It's not just protein drinks, you see nutrition bars. You see protein-enhancing milks, cereals, pastas, foods. These are all being driven by, for the most part, GLP-1 weight medication users. Again, they need more protein, all of us calories. What's also crucial here, though, is this is more genre population. They are not willing to make the trade-offs those health enthusiasts did in the past. They want and demand, the health benefits of protein, the nutritional benefited of protein and foods they like and enjoy. They are not willing to make the trade-off. In a protein world, we're seeing this structurally across the [indiscernible]. So sizable industry [ $17 billion to $20 billion ] sizable future growth in 8% to 10% CAGR and where this is particularly important, not just for consumers and focus, but for Burcon the real growth here is in specialty proteins. Proteins that are added to these foods to improve the protein content to improve the health, and that is specifically where Burcon place and Burcon will win. These changes are also driving our -- consumer food changes are also driving changes in the protein industry. As demand has rapidly increased, there's impact to that. the traditional market share leader in protein 4 to 5 [indiscernible] or dairy proteins, and you may have heard of the whey protein, right? So we're seeing an increase in whey protein usage along plant proteins. You can see 59% of foods increase in food or protein position. This is putting pressure on all proteins, but in particular, putting pressure on dairy-based proteins or whey-based proteins. There's a structural industry capacity constraint that is impeding their ability to meet this demand. which then drives more opportunity for Burcon as our technology platform. We're one of the very few companies that have a plant-based protein that really delivers dairy like performance. And we can see this in data, right? The graph on the right is one of the leading whey proteins that are out there in the industry. And we can see it at the inflection of where GLP-1 usage hit about 5% usage in North America 2023, up at today, where it's gone up to 12% usage. And over that time frame, you can see a nearly sixfold increase in whey protein pricing. That is the laws of supply and demand work, right? As the industry gets continual capacity constrained, price moves up. Again for Burcon, what does that mean? One of the very few plant proteins that delivered dairy like performance because our technology platform delivers unmatched purity. So that further fuels the opportunity in front of us, deliver performance for incomes are looking for at an overall lower cost benefit as compared to dairy-based alternatives. Our right to play and win is really rooted in our technology platform, 20 years perfecting this and the perfection really delivers unmatched purity that purity is important because it's that last little bit of purification that really delivers the product performance. And what that means is you may last a little bit of color, the last little bit of maybe unwanted flavors or aromas or maybe create incentive beverage. And what we deliver, our technology platform, we deliver to food companies is what I call a blank canvas. So in a food technologist who makes all the foods that we all buy, when they do that, they know we deliver the nutrition. They know we deliver the structure, and then they can go make the great foods we all enjoy. [indiscernible] taste, flavor or color trade-offs. That's truly the benefit of our technology platform, again, perfected over 20 years, truly meeting the moment in today's marketplace. I mentioned the technology platform is proven at commercial scale. We have now launched 4 proteins at commercial scale with our technology platform, our [indiscernible] sunflower protein, our Peazazz C protein, [indiscernible] based on fiber protein and in our [indiscernible] based on canola. Each of these proteins have unique strengths that deliver performance advantage in various food forms. It's also really important in today's world for food companies to meet that new consumers need is they're going to -- they are starting and will continue to use brands of proteins. Again, they all have unique strengths -- and there are many cases where 1 plus 1 does in fact, equal 3. The platform, the performance, the claims you see here, high protein, plant-based, non-GMO, egg-free, dairy-free [indiscernible]. These are the types of claims food companies are looking for to market to their end consumers and the types of claims, our technology platform delivers that commercial scale that our companies can meet today's consumer needs. I mentioned strong sales demand. So we currently have over 209 active customer projects. That's important because when any food company changes the food that we all buy or launches a new food. That is a 9- to 24-month process. We go through that process with our customers. And to give you a couple of examples that are real in today's world. So we now have sales into a protein-fortified mainstream food brands. In September of last year, we sent a 250-gram sample, small bag. Later in the fall, brought their first bag. They bought a 20-kilo bag of product. In early '26 they bought a few pallets of material. And then in June of this year, they bought their first half truckload. When we get a customer to a half truckload or a truckload they're more of that anchor customer. They're a sizable customer that will drive future growth. We had another customer right now in a powdered beverage. So think about a powder beverage, you mix it home and then do it. So for them, that first sample -- first sample was January of '26. Multiple bag purchases in March and April, a couple of pallets in July, and they just told us they've launched their consumer brand here in September. So a little short time frame, but a critical customer moving through bag, sample to purchase bag to a few pallets to have truckload type quantities. And the last one, I'll just offer an example, a very similar time line is in a protein-fortified cement has a longer time line. This is a new product like one of our customers was launching in the marketplace here in a couple of months. So way back in October of '25, the first sample happened the first work together. January '26, they bought a bag. June, they bought a half pallet. Just a week ago, they ordered their first full truckload for a new brand launch in November. This is an example of how sales progress, and why it's so important for us to have a robust customer pipeline. I'll give you a simple example. So I talked about each of these went from sample to bag to a pallet to truck. Well, right now in our sales fell in that 209 active projects, we have 36 customers that are post the bottom bar next will be most likely buy a pallet. We have 26 customers that are in that stage where we have bought a pallet for their next more like they move is to buy up to have truckload. Those projects that I just mentioned are -- will fuel our growth into 2027. And it's important thing about our growth, and we talk about our growth. 1/3 of our growth is our customers are growing. As I mentioned, our customers are in a growing market, protein fortified foods. So 1/3 of our growth is they keep growing, we stay with them as they grow we grow. The next 1/3 of growth is with the same customers, but they do another customer project with us. They launch a new SKU, a new brand, make a change. And because we've had success with them once already, they come back and work together on further success. So an existing customer new project. And the last third really is new customer, new project. We are always mining the marketplace for new customers, new opportunities and 1/3 of our growth really comes in that way. Really exciting about where we are with customers. again, 40 active buyers right now, strong pipeline to fuel our growth in the balance of '26 and well in 2027. Production, I want to take both step back here on production. This has been a bit of a challenge for us here in recent weeks. So we have had a few facility reliability issues. And these issues have impacted our production in the short term. Solutions have been put in place for these and they've been executed is sort of facility reliability. And as you've seen in the [ raise ], hopefully, a big chunk of our raise is to improve pressure capacity and facility reliability. A big portion of the raise will be able to take these existing solutions we have implemented, make those more robust and then make sure that they are not just right for today's production, but they are robust for tomorrow's production as we scale to meet future demand. Based upon that, we've had a slight delay in sales. It does not change the big picture. It does change a little bit in 2026. Based upon that, we are revising our guidance. These are the 3 key points. So for 2026, we will deliver $6 million in sales. We will exit calendar '26 at a $10 million run rate. And continue to drive robust sales and robust sales pipeline performance, and we do anticipate that we will be cash flow positive inside of calendar 2027. A lot of the facility -- the capacity expansion and reliability needs are what driving -- what's driving our current rates. So our current rate is really driven by 3 things. So first is, as I mentioned, growing market, growing customer demand, growing customer sales, we have to invest to ensure we have capacity to meet the needs today and tomorrow. We also need to invest again to improve overall reliability, right? So ensure that maintenance, critical spares, those nuts and bolts and utilities are also scaled and efficient for future growth. We actually have multiple capacity expansion programs in flight today. Some of those actually come into fruition here yet in calendar '26 with the balance coming to fruition in calendar '27, again, continuing to increase capacity facility to meet future demand. One of the great things about the financial performance of this business is the leverage over our fixed cost position. By the end of '26, the majority of our fixed cost investment will be completed. What that means moving forward, as we scale production in sales, the majority of revenue flows down to profitability. The graph on the right is an example of gross margin. So as we get into Phase 2 north of $15 million, we begin to get to that 20-plus percent gross margin. $30 million north of 30%. -- getting up to $30 million in sales, you can see really north of 40% to 50% margin. So excellent leverage on the existing fixed cost structure. Finally, as we move forward, we are very focused on production and sales of our current facility. What has not changed is long term, we are a food tech play. Long term, as we sell out our existing facility and grow with our customers, there is and will be an opportunity to license our technology to additional players to scale globally. Why Burcon? Why now? I mentioned so protein demand is exploding driven by GLP-1 medication users. Those consumers are more general population. They are -- they demand the health benefits of protein without in taste or convenience [indiscernible] products. That is the [indiscernible] for Burcon technology. Again, we solve a market problem. How do we get there? Years perfecting the technology platform to deliver unmatched purity, which underpins our product performance. It's not just us who believe that, again, 40 buying customers right now today really demonstrates that we can deliver the technology performance at commercial scale to meet, if not exceed our customers' performance. We combine the market, the protein, the industry constraints we can alleviate with our performance against what we believe we're really at a true financial inflection point for our business moving into 2027. I started with -- in 2025, not that long ago, we purchased a facility with our partner. We installed our technology, we commissioned that technology. We spent 2026 ramping sales, ramping production, building out our business, our own performance compared to market opportunity, we truly see a breakout opportunity for Burcon into 2027. Peter, I'll turn it back over to you, Sir.

Great. Thank you very much, Kip, for the presentation. Now that I ask that all attendees who would like to ask a question to use the Q&A icon of the virtual interface to do so. We will answer as many questions as time permits. [Operator Instructions] We will now give attendees a moment to type in their questions. Dorothy Law, SVP, Legal and Corporate Secretary will facilitate the question-and-answer period for each question we answer, we will summarize the question and read out loud the name of the person who has asked the question. And if applicable, the entity such person represents. I'd like to remind you that questions which were already answered or that are redundant or impeditive will not be published nor answered. Over to you, Dorothy.