MILWAUKEE, Jan. 2, 2026 /CNW/ – John A. Vassallo announces that, in connection with the completion of the first tranche of a convertible debenture private placement (the “Offering“), RE ProMan Investor, LLC (“RE ProMan“), a limited liability corporation controlled by Mr. Vassallo, acquired convertible debentures in the aggregate principal amount of $1,250,000.00 (“Debenture“) in the capital of Burcon NutraScience Corporation (“Burcon“). The Debentures are convertible into common shares of Burcon (“Common Shares“) at a price of $1.60 per Common Share. The aggregate amount of the Offering is up to $6,300,000. Burcon intends to close the second and final tranche of the Offering after receipt of requisite shareholder and regulatory approvals.
Immediately before the issuance of the Debentures and completion of the Offering, John A. Vassallo, together with RE ProMan and his wholly-owned holding company, Nocrub LLC, held 1,595,822 Common Shares, 14,000 options to acquire Common Shares and 531,355 warrants exercisable into Common Shares, representing an aggregate of 2,141,177 Common Shares or 16.17% of the issued and outstanding Common Shares, on a partially diluted basis. Immediately after the issuance of the Debenture and completion of the Offering, John A. Vassallo, together with RE ProMan and his wholly-owned holding company, Nocrub LLC, owned 1,595,822 Common Shares, 14,000 options to purchase Common Shares, 531,355 warrants exercisable into Common Shares and $1,250,000 principal amount of Debentures, convertible into 781,250 Common Shares, representing an aggregate of 2,922,427 Common Shares or 20.85% of the issued and outstanding Common Shares, on a partially diluted basis. The issuance of the 781,250 Common Shares that would be issuable on the conversion of the Debentures represents an acquisition of approximately 4.68% of the issued and outstanding Common Shares on a partially diluted basis.
RE ProMan acquired the Debentures for investment purposes. Burcon intends to close the second and final tranche of the Offering after receipt of requsite shareholder and regulatory approvals. In connection with the second tranche of the Offering, RE ProMan and/or John A. Vassallo intends to subscribe for up to an additional $3,550,000 principal amount of Debentures, which will be convertible into an additional 2,218,750 Common Shares, at a price of $1.60 per Common Share. Mr. Vassallo’s participation in the second tranche of the Offering will result in Mr. Vassallo and his associates and affiliates owning or controlling, directly or indirectly, greater than 20% of the outstanding shares of the Company after the Offering, which will require disinterested shareholder approval. Burcon intends to hold a special meeting of shareholders on February 20, 2026 to seek shareholder approval of this and other matters related to the Offering. Burcon expects to close the second tranche of the Offering as soon as possible after receipt of shareholder approvals.
Except as disclosed above, John A. Vassallo has no other intention to increase his beneficial ownership of, or control or direction over, securities of Burcon. Potential purchases or disposition of securities of Burcon will be reviewed on a continuing basis by John A. Vassallo, and holdings may be increased or decreased in the future.
This press release is being issued pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 – Take-Over Bids and Issuer Bids of the Canadian Securities Administrators. For further information and to obtain a copy of the early warning report that will be filed under applicable Canadian securities laws in connection with the transactions hereunder, please contact:
John A. Vassallo
730 N. Plankinton Ave., Ste. 1A
Milwaukee, WI 53203
414-226-2243
SOURCE John A. Vassallo
