SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 4)

Under the Securities Exchange Act of 1934

Burcon NutraScience Corporation

(Name of Issuer)

Common Share without par value

(Title of Class of Securities)

120831 10 2

(CUSIP Number)

Dr. Chan Kwok Keung, Charles
30^th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong
+852 2831 8118

with copy to:

Kenneth K. Kwok, Esq.
Dorsey & Whitney
Suite 3008, One Pacific Place
88 Queensway
Hong Kong

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 30, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 120831 10 2

1. Names of Reporting Persons. Chan Kwok Keung, Charles

I.R.S. Identification Nos. of above persons (entities only). Not Applicable

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) ¨

3. SEC Use Only

4. Source of Funds (See Instructions) PF, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

6. Citizenship or Place of Organization United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power  0
	8.	Shared Voting Power  8,592,937 common shares
	9.	Sole Dispositive Power  0
	10.	Shared Dispositive Power  8,592,937 common shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,592,937 common shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  Not Applicable

13. Percent of Class Represented by Amount in Row (11)  22.3%

14. Type of Reporting Person (See Instructions)  IN

This Amendment No.4 to the Schedule 13D amends and restates the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2015 and amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto filed with the SEC on September 8, 2015, May 16, 2016 and October 28, 2016, respectively, by the Reporting Person (as defined below).

Item 1. Security and Issuer.

This Schedule 13D relates to the common shares without par value (the “Shares”) of Burcon NutraScience Corporation (the “Issuer”) with its principal executive offices at 1946 West Broadway, Vancouver, British Columbia, V6J 1Z2 Canada.

Item 2. Identity and Background

The information set forth in Items 4 and 5 below is incorporated in this Item 2.

The business address of Dr. Chan Kwok Keung, Charles (“Dr. Chan” or the “Reporting Person”), a citizen of the United Kingdom, is 30/F, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong. Dr. Chan is the: (i) Chairman of ITC Corporation Limited (“ITC”), and (ii) Chairman and a non-executive director of Television Broadcasts Limited. Dr. Chan is the sole director of Galaxyway Investments Limited (“Galaxyway”) and Chinaview International Limited (“Chinaview”).

During the past five years, Dr. Chan has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and was not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a result of being a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

Item 3. Source and Amount of Funds or Other Consideration

The source of funds for the purchase of the 229,962,089 ITC Shares (as defined in Item 4 below) was from personal funds of Dr. Chan.

The source of funds for the (i) acquisition of the convertible unsecured promissory note (“Note”) by Large Scale Investments Limited (“Large Scale”), a wholly-owned subsidiary of ITC, under the Convertible Note Purchase Agreement (as defined in Item 4 below); and (ii) purchase by Large Scale and Great Intelligence of their respective portions of the 2016 Rights Offering Shares (as defined in Item 4 below) were from the working capital of ITC.

Item 4. Purpose of Transaction

The ITC Share Acquisition

On April 23, 2015, via Success Securities Limited, Dr. Chan acquired a total of 229,962,089 shares of ITC (the issued shares of ITC are hereinafter referred to as “ITC Shares”) for an aggregate consideration of HK$167,872,325 at HK$0.73 per ITC Share (the “ITC Share Acquisition”).

Upon completion of the ITC Share Acquisition, the aggregate direct and indirect shareholding in ITC held by Dr. Chan increased from approximately 38.2% to approximately 54.2% of the total issued share capital of ITC. As at the date hereof, the aggregate direct and indirect shareholding in ITC held by Dr. Chan is approximately 61.8% of the total issued share capital of ITC.

Dr. Chan intends that ITC will continue to operate its existing business, namely, an investment holding company that directly and indirectly holds strategic investments in a number of listed companies. The principal activities of ITC comprise investment holding, the provision of finance, property investment and treasury investment.

The Rights Offering by the Issuer in 2015

On March 23, 2015, the Issuer announced that it would issue to the holders of the outstanding Shares of the Issuer as at the close of business (Toronto Time) on April 2, 2015 (the “Record Date”) an aggregate of 34,144,969 transferable rights (the “Rights”) to subscribe for 1,552,044 Shares in the capital of the Issuer (the “Rights Offering”).

Each registered holder of Shares as of the Record Date received one right for each Share held as of the Record Date. Every 22 Rights entitled the holder thereof to purchase one Share (the “Basic Subscription Privilege”) at a price of CAD 2.26 per Share. ITC’s wholly-owned subsidiaries, Large Scale and Great Intelligence Limited (“Great Intelligence”), exercised their Basic Subscription Privileges and applied for their respective pro rata amounts of 231,358 Shares and 86,470 Shares. In addition, Large Scale and Great Intelligence made additional subscriptions under the Rights Offering for 564,892 Shares and 211,130 Shares, respectively.

The Rights Offering was completed on April 30, 2015 in connection with which Large Scale and Great Intelligence received 265,667 Shares and 99,293 Shares, respectively.

In connection with the Rights Offering, ITC, E-Concept Ltd. (“E-Concept”) and I-Global Ltd. (“I-Global”) entered into a standby commitment agreement (the “Standby Commitment Agreement”) with the Issuer on March 23, 2015. Pursuant to the Standby Commitment Agreement, ITC, E-Concept and I-Global agreed to purchase from the Issuer such number of Shares that were available for purchase, but not otherwise subscribed for, that would result in 1,552,044 Shares being issued under the Rights Offering (the “Standby Commitment”). The Standby Commitment of each of ITC, E-Concept and I-Global was subject to a maximum of 793,715, 416,879 and 341,450 Shares, respectively. ITC, E-Concept and I-Global were therefore obligated to purchase up to a maximum of 1,552,044 Shares in the aggregate, being the maximum number of Shares that could be issued pursuant to the Rights Offering. The Standby Commitment lapsed upon completion of the Rights Offering on April 30, 2015.

As compensation for the Standby Commitment, each of ITC (or its nominee), E-Concept and I-Global received non-transferrable Share purchase warrants (the “Standby Warrants”) entitling ITC (or its nominee) to acquire up to 198,429 Shares, E-Concept to acquire up to 104,220 Shares and I-Global to acquire up to 85,362 Shares. The exercise price of the Standby Warrants is CAD 2.26 per Share (subject to adjustments). The Standby Warrants must be exercised on or before April 30, 2017. Large Scale, as a wholly-owned subsidiary of ITC, is named as the holder of the aforesaid 198,429 Standby Warrants.

The exercisability of the Standby Warrants was conditional upon the receipt of the approval of the Issuer’s shareholders, which was obtained on September 3, 2015. Accordingly, Large Scale is entitled to exercise the aforesaid 198,429 Standby Warrants at any time through April 30, 2017.

Convertible Note Purchase Agreement

On April 7, 2016, Large Scale entered into a convertible note purchase agreement with the Issuer (“Convertible Note Purchase Agreement”). Pursuant to the Convertible Note Purchase Agreement, Large Scale purchased the Note from the Issuer for CAD 2,000,000. Under the terms of the Note, interest accrues on the principal amount of CAD 2,000,000 (the “Principal Amount”) at a rate of 8% per annum, calculated daily, compounded monthly, and is payable on the earlier of (i) three years from the issue of the Note; and (ii) the occurrence of an event of default (the “Maturity Date”). Any interest that is due and payable by the Issuer under the Note may, subject to Large Scale’s consent, be satisfied by the issue by the Issuer to Large Scale of that number of common shares of the Issuer equal to the interest due and payable divided by the market price (the volume weighted average trading price of the common shares, calculated by dividing the total value by the total volume, of the common shares of the Issuer traded on the Toronto Stock Exchange (“TSX”) for the 5 trading days immediately preceding the relevant date) on the day such interest is due and payable, subject to TSX approval. Large Scale may, at its option at any time during the period commencing on or after July 1, 2016 and up to and including the Maturity Date, convert the whole or part of the Principal Amount into common shares of the Issuer at the conversion price of CAD4.01 per common share of the Issuer (subject to adjustments). The Convertible Note Purchase Agreement was completed and the Note was issued on May 12, 2016.

The Rights Offering by the Issuer in 2016

On October 24, 2016, the Issuer announced that it would issue to the holders of the outstanding Shares of the Issuer as at 5:00p.m. (Toronto Time) on November 3, 2016 (the “2016 Record Date”) an aggregate of 35,832,750 transferable rights (the “2016 Rights”) to subscribe for 1,990,708 Shares in the capital of the Issuer (the “2016 Rights Offering”).

Each registered holder of Shares as of the 2016 Record Date received one right for each Share held as of the 2016 Record Date. Every eighteen (18) 2016 Rights entitled the holder thereof to purchase one Share (the “2016 Basic Subscription Privilege”) at a price of CAD 2.58 per Share. In connection with the 2016 Rights Offering, ITC and Dr. Allan Yap, Director, Chairman and Chief Executive Officer of the Issuer (“Dr. Yap”), entered into a standby commitment agreement (the “2016 Standby Commitment Agreement”) with the Issuer on October 24, 2016. Pursuant to the 2016 Standby Commitment Agreement, ITC and Dr. Yap agreed to purchase from the Issuer 51% and 49%, respectively, of such number of Shares that are available for purchase, but not otherwise subscribed for, that would result in 1,990,708 Shares being issued under the 2016 Rights Offering (the “2016 Standby Commitment”). The purchase commitments of each of ITC and Dr. Yap under the 2016 Standby Commitment Agreement are subject to a maximum of 1,015,261 and 975,447 Shares, respectively. ITC and Dr. Yap are therefore obligated to purchase up to a maximum of 1,990,708 Shares in the aggregate, being the maximum number of Shares that could be issued pursuant to the 2016 Rights Offering. If all of the Shares available for purchase under the 2016 Rights Offering are subscribed for by the holders of the 2016 Rights, then ITC and Dr. Yap will not be obligated to purchase any Shares under the 2016 Standby Commitment Agreement.

The 2016 Rights Offering was completed on November 30, 2016. ITC’s wholly-owned subsidiaries, Large Scale and Great Intelligence, exercised their respective 2016 Basic Subscription Privilege and received their respective pro rata amounts of 304,232 Shares and 111,202 Shares (together, the “2016 Rights Offering Shares”). The Standby Commitment lapsed upon completion of the Rights Offering on November 30, 2016 and ITC was not required to perform any part of its 2016 Standby Commitment to acquire Shares.

As compensation for the Standby Commitment, each of ITC and Dr. Yap (or their respective nominees) received non-transferrable Share purchase warrants (the “2016 Standby Warrants”) entitling ITC (or its nominee) to acquire up to 253,815 Shares and Dr. Yap (or his nominee) to acquire up to 243,862 Shares. The exercise price of the 2016 Standby Warrants is CAD 2.58 per Share. The 2016 Standby Warrants must be exercised on or before November 30, 2018. Large Scale, a wholly-owned subsidiary of ITC, was named as the holder of the aforesaid 253,815 2016 Standby Warrants.

The exercisability of the 2016 Standby Warrants will be conditional upon the receipt of the approval of the Issuer’s shareholders, a meeting of whom is expected to be held in September 2017.

Except as described in Item 4 herein, the Reporting Person does not have any plan or have under consideration any proposal which relates to, or would result in, any of the matters listed in Items 4(a) – (j) of Schedule 13D, inclusive.

Item 5. Interest in Securities of the Issuer

The information set out in Item 2 and Item 4 above are incorporated in this Item 5.

(a) – (b)

The securities of the Issuer to which this Schedule 13D (Amendment No.4) relates are owned by Large Scale and Great Intelligence. Large Scale and Great Intelligence are wholly-owned by ITC. The Reporting Person does not directly hold any Shares of the Issuer.

The original Schedule 13D and Amendments No.1, No.2 and No.3 thereto were filed on May 4, 2015, September 8, 2015, May 16, 2016 and October 28, 2016, respectively. This Amendment No.4 is now amending and restating the Schedule 13D because of the completion of the 2016 Rights Offering and the confirmation received by ITC from the Issuer that ITC would not be required to perform any part of its 2016 Standby Commitment to acquire Shares. ITC’s obligations to the Issuer under the 2016 Standby Commitment Agreement have been completed in full.

Large Scale owns (i) 5,780,408 Shares of the Issuer; and (ii) 198,429 warrants of the Issuer with each such warrant entitling Large Scale to acquire 1 Share at CAD 2.25 (adjusted due to the 2016 Rights Offering and subject to further adjustments in future, if any) exercisable on or before April 30, 2017; and (iii) the Note, which is convertible during the period commencing on or after July 1, 2016 and up to and including the Maturity Date into approximately 501,253 Shares of the Issuer at CAD3.99 per Share (adjusted due to the 2016 Rights Offering and subject to further adjustments in future, if any), in total representing approximately 16.8% of the issued and outstanding Shares of the Issuer (assuming the issuance of 198,429 Shares upon full exercise of the aforesaid warrants (“LS Warrant Shares”) and the issuance of 501,253 Shares upon the full conversion of the aforesaid Note (“LS Note Shares”)).  The aforesaid 5,780,408 Shares, 198,429 LS Warrant Shares and 501,253 LS Note Shares owned by Large Scale are hereinafter collectively referred as “LS Shares”.

Great Intelligence owns 2,112,847 Shares (“GI Shares”), representing approximately 5.6% of the issued and outstanding Shares of the Issuer.

ITC, a Bermuda company whose shares are listed on The Stock Exchange of Hong Kong Limited, owns 100% of the issued shares of Large Scale and Great Intelligence and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the LS Shares and GI Shares.

Large Scale, Great Intelligence and ITC filed a Schedule 13G dated January 10, 2012, as amended on January 17, 2013, January 27, 2015 and January 26, 2016, with respect to the Shares of the Issuer.

The securities reported on this Schedule as beneficially owned by Dr. Chan are held by Large Scale and Great Intelligence.  For the reasons set out in (i) to (iv) below, Dr. Chan may be deemed pursuant to Rule 13d-3 under the Exchange Act, to beneficially own and to share voting and dispositive power in respect of the above-mentioned 6,480,090 LS Shares held by Large Scale and the above-mentioned 2,112,847 GI Shares held by Great Intelligence :-

(i) ITC owns all of the voting interest in Large Scale and Great Intelligence;

(ii) Galaxyway owns 16.6% voting interest of ITC;

(iii) Chinaview owns all of the voting interest in Galaxyway; and

(iv) Dr. Chan owns all the voting interest in Chinaview and 45.2% voting interest of ITC.

The filing of this statement should not be construed as an admission that Dr. Chan is, for the purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of the Shares covered by this statement. The Reporting Person expressly disclaims any beneficial ownership of the Shares that are owned by Large Scale and Great Intelligence.

The calculation of percentage beneficial ownership set out above was derived from the corporate factsheet as made available on the Issuer’s web-site (http://www.burcon.ca/investors/corporate_factsheet.php) as of December 5, 2016 in which the Issuer stated that the number of its issued Shares was 37,823,458. The most recent interim report for the six months ended September 30, 2016 filed with the Commission on November 14, 2016, in which the Issuer reported 35,832,750 outstanding Shares as of September 30, 2016. However, the Reporting Person believes that this information is no longer accurate following the Issuer’s allotment of 1,990,708 Shares on or about November 30, 2016 after completion of the 2016 Rights Offering.

In addition, for the purposes of calculating the percentage of beneficial ownership by Dr. Chan of the Issuer’s Shares only, the issued and outstanding Shares of the Issuer are deemed to include the 198,429 LS Warrant Shares and the 501,253 LS Note Shares.

Galaxyway Investments Limited

The principal business of Galaxyway, a British Virgin Islands company, is investment holding. The principal executive and business offices of Galaxyway are located at 30th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong.

During the past five years, to the best knowledge of the Reporting Person, neither Galaxyway nor any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a result of being party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

Chinaview International Limited

The principal business of Chinaview, a British Virgin Islands company, is investment holding. The principal executive and business offices of Chinaview are located at Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

During the past five years, to the best knowledge of the Reporting Person, neither Chinaview nor any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a result of being party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

(c)       Except for the transactions described herein (including in Item 4 above), the Reporting Person has not effected any transaction in Shares during the past 60 days.

(d)       None.

(e)       Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

Except for the arrangements described in Item 4 above, to the best knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

The documents which have been filed as Exhibits are listed in the Exhibit index herein.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, Dr. Chan Kwok Keung, Charles certifies that the information set forth in this statement is true, complete and correct.

Dated: December 6, 2016	(signed) Dr. Chan Kwok Keung, Charles
	Name: Dr. Chan Kwok Keung, Charles

EXHIBIT INDEX

Exhibit No.	Description
1.	Standby Commitment Agreement made between ITC Corporation Limited, E-concept Ltd., I-Global Ltd. and the Issuer dated March 23, 2015 (attached as Exhibit No. 1 of Amendment No. 2 to the Schedule 13D filed by Dr. Chan on May 16, 2016).
2.	Warrant Certificate No. W1-2015 issued by the Issuer to Large Scale Investments Limited dated April 30, 2015 (attached as Exhibit No. 2 of Amendment No. 2 to the Schedule 13D filed by Dr. Chan on May 16, 2016).
3.	Convertible Note Purchase Agreement made between Large Scale Investments Limited and the Issuer dated April 7, 2016 (attached as Exhibit No. 3 of Amendment No. 2 to the Schedule 13D filed by Dr. Chan on May 16, 2016).
4.	Convertible Note issued by the Issuer to Large Scale Investments Limited dated May 12, 2016 (attached as Exhibit No. 4 of Amendment No. 2 to the Schedule 13D filed by Dr. Chan on May 16, 2016).
5.	Standby Commitment Agreement made between ITC Corporation Limited, Dr. Allan Yap and the Issuer dated October 24, 2016 (attached as Exhibit No. 5 of Amendment No. 3 to the Schedule 13D filed by Dr. Chan on October 28, 2016).
6.	Warrant Certificate No. W1-2016 issued by the Issuer to Large Scale Investments Limited dated November 30, 2016 (attached herewith).

EX-99.6

Exhibit 6

THIS WARRANT CERTIFICATE, AND THE WARRANTS EVIDENCED HEREBY, WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M. (TORONTO TIME) ON NOVEMBER 30, 2018.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 1, 2017.

The warrants evidenced by this warrant certificate may not be exercised until burcon nutrascience corporation receives shareholder approval for the warrants.

BURCON NUTRASCIENCE CORPORATION
a corporation existing under the laws of Yukon
and having its principal office at
1946 West Broadway, Vancouver, British Columbia, Canada V6J 1Z2

Certificate No. W1-2016	253,815 WARRANTS
	Each warrant entitling the holder to acquire one (1) common share of Burcon NutraScience Corporation, such number of common shares subject to adjustment as set forth herein, in accordance with the terms and conditions set forth herein.

NON-TRANSFERABLE WARRANTS

THIS CERTIFIES that, for value received, LARGE SCALE INVESTMENTS LIMITED of 30th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong (the “Holder”) is the registered holder of the number of non-transferable compensation warrants (the “Warrants”) stated above. Each Warrant will entitle the Holder, subject to the terms and conditions set forth in this certificate or by a replacement certificate (in either case, this “Warrant Certificate”), to acquire from BURCON NUTRASCIENCE CORPORATION (the “Corporation”) one (1) common share of the Corporation (each, a “Share” and collectively, the “Shares”) at any time commencing on the date on which the Corporation obtains shareholder approval for the Warrants at its next annual meeting of shareholders, which is expected to be held in September 2017 (the “Shareholder Approval”) and continuing up to 5:00 p.m. (Toronto time) on November 30, 2018 (the “Time of Expiry”) on payment of $2.58 per Share (the “Exercise Price”). The number of Shares which the Holder is entitled to acquire upon exercise of the Warrants and the Exercise Price are subject to adjustment as hereinafter provided.

Section 1 Exercise of Warrant

(1) Election to Purchase. At any time after the Shareholder Approval is obtained and prior to the Time of Expiry, the Holder may exercise all or any number of Warrants represented hereby, upon delivering to the Corporation an election to exercise substantially in the form attached hereto as Appendix A (the “Election to Exercise”), properly completed and executed, together with payment of the Exercise Price for the number of Shares specified in the Election to Exercise, at the office of the Corporation at 1946 West Broadway, Vancouver, British Columbia, Canada V6J 1Z2, or such other address in Canada as may be specified in writing by the Corporation. In the event that the Warrants evidenced by this Warrant Certificate are exercised in part, the Corporation will, contemporaneously with the issuance of the Shares issuable on the exercise of the Warrants so exercised, issue to the Holder a replacement Warrant Certificate representing the unexercised balance of the Warrants. The Warrants and the Shares issuable on the exercise of the Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States. Accordingly, the Warrants may not be exercised in the United States or by or on behalf of a “U.S. person” (as defined in Regulation S under the U.S. Securities Act) or a person in the United States unless an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws is available.

(2) Exercise. The Corporation will, on the date it receives a duly executed Election to Exercise and the Exercise Price for the number of Shares specified in the Election to Exercise (the “Exercise Date”), issue that number of Shares specified in the Election to Exercise as fully paid and non-assessable Shares of the Corporation.

(3) Certificate. As promptly as practicable after the Exercise Date and, in any event, within five (5) business days of receipt of the Election to Exercise, the Corporation will issue and deliver to the Holder, registered in such name or names as the Holder may direct or if no such direction has been given, in the name of the Holder, a certificate or certificates for the number of Shares making up the Shares specified in the Election to Exercise. To the extent permitted by law, such exercise will be deemed to have been effected as of the close of business on the Exercise Date, and at such time the rights of the Holder with respect to the Warrants which have been exercised as such will cease, and the person or persons in whose name or names any certificate or certificates for Shares will then be issuable upon such exercise will be deemed to have become the holder or holders of record of the Shares represented thereby.

Section 2 Anti-Dilution Protection

(1) Definitions. For the purposes of this Section 2, unless there is something in the subject matter or context inconsistent therewith, the words and terms defined below will have the respective meanings specified therefor in this subsection:

(a) “Adjustment Period” means the period commencing on the date of issue of this Warrant Certificate and ending at the Time of Expiry;

(b) “Current Market Price” of a Share at any date shall be calculated as the price per Share equal to the weighted average price at which the Shares have traded in the principal Canadian stock exchange or, if the Shares are not listed, the over-the-counter market, on which the Shares are then listed or posted for trading during the five (5) consecutive trading days (on each of which at least 500 Shares are traded in board lots) ending not more than five (5) trading days immediately prior to such date as reported by such market or exchange in which the Shares are then trading or quoted. If the Shares are not then traded in the over-the-counter market or on a recognized Canadian stock exchange, the Current Market Price of the Shares shall be the fair market value of the Shares as reasonably determined in good faith by the directors of the Corporation after consultation with a nationally or internationally recognized and independent investment dealer, investment banker or firm of chartered professional accountants.

(c) “director” means a director of the Corporation for the time being and, unless otherwise specified herein, a reference to action “by the directors” means action by the directors of the Corporation as a board or, whenever empowered, action by the executive committee of such board; and

(d) “trading day” with respect to a stock exchange or over-the-counter market means a day on which such stock exchange or market is open for business.

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(2) Adjustments. The Exercise Price and the number of Shares issuable to the Holder upon exercise of the Warrants will be subject to adjustment from time to time in the events and in the manner provided as follows:

(a) Share Reorganization. If at any time during the Adjustment Period the Corporation:

(i) issues Shares or securities exchangeable for or convertible into Shares to holders of all or substantially all of its outstanding Shares by way of stock dividend or other distribution, or

(i) subdivides, redivides or changes its outstanding Shares into a greater number of Shares; or

(ii) consolidates, reduces or combines its outstanding Shares into a lesser number of Shares;

(any of such events being a “Share Reorganization”), the Exercise Price will be adjusted on the earlier of the record date on which holders of Shares are determined for the purposes of the Share Reorganization and the effective date of the Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction of which:

(A) the numerator will be the number of Shares outstanding on such record date or effective date before giving effect to such Share Reorganization; and

(B) the denominator will be the number of Shares which will be outstanding immediately after giving effect to such Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Shares, the number of Shares that would be outstanding had such securities all been exchanged for or converted into Shares on such date).

From and after any adjustment of the Exercise Price pursuant to this clause 2(2)(a), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(b) Rights Offering. If at any time during the Adjustment Period the Corporation fixes a record date for the issue or distribution of rights, options or warrants to the holders of all or substantially all of the outstanding Shares under which such holders are entitled to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares at a price per Share (or having an exchange price or conversion price per Share) of less than 95% of the Current Market Price of the Shares on such record date (any of such events being a “Rights Offering”), then the Exercise Price will be adjusted effective immediately after the record date for the Rights Offering to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the numerator of which will be the aggregate of

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(A) the number of Shares outstanding as of the record date for the Rights Offering; and

(B) a number determined by dividing the sum of:

(I) the product of the number of Shares (or securities exchangeable for or convertible into Shares) offered under the Rights Offering and the price at which such Shares are offered (or the exchange price or conversion price per Share), and

(II) the product of the number of Shares, if any, issuable upon exercise of any securities exchangeable for or convertible into Shares (the “Compensation Securities”) which Compensation Securities may be issued as compensation to one or more guarantors under the Rights Offering and the exchange price or conversion price per Share of such Compensation Securities, as the case may be,

by the Current Market Price of the Shares as of the record date for the Rights Offering; and

(ii) the denominator of which will be the aggregate of the number of Shares outstanding on such record date, the number of Shares (or securities exchangeable for or convertible into Shares) offered pursuant to the Rights Offering and the number of Shares issuable on the exchange or conversion of any Compensation Securities.

Any Shares owned by or held for the account of the Corporation will be deemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

(c) Special Distribution. If at any time during the Adjustment Period the Corporation fixes a record date for the issue or distribution to the holders of all or substantially all of the Shares of:

(i) securities of the Corporation including shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares;

(ii) evidences of indebtedness of the Corporation; or

(iii) any cash, property or assets of the Corporation,

and if such issue or distribution does not constitute dividends paid in the ordinary course, a Share Reorganization or a Rights Offering (any of such non-excluded events being a “Special Distribution”), the Exercise Price will be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:

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(A) the numerator of which will be the difference between

(I) the amount obtained by multiplying the number of Shares outstanding on such record date and the Current Market Price of the Shares on such record date, and

(II) the fair value, as determined by the directors of the Corporation, to the holders of the Shares of such Special Distribution, and

(B) the denominator of which will be the product obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Shares on such record date.

Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

(d) Capital Reorganization. If at any time during the Adjustment Period there occurs:

(i) a reclassification or redesignation of the Shares, any change of the Shares into other shares or securities or any other capital reorganization involving the Shares other than a Share Reorganization;

(ii) a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the outstanding Shares or a change of the Shares into other securities); or

(iii) a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or entity;

(any of such events being a “Capital Reorganization”), the Holder, where it has not exercised the right of subscription and purchase under this Warrant Certificate prior to the effective date or record date, as the case may be, of such Capital Reorganization, will be entitled to receive, and shall accept, upon exercise of the Warrant, in lieu of the number of Shares to which the Holder was theretofore entitled upon the exercise of the Warrant, the kind and aggregate number of shares, other securities cash or other property which the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Shares to which the Holder was theretofore entitled to purchase or receive upon the exercise of the Warrant. If determined appropriate by the directors of the Corporation, acting reasonably and in good faith, appropriate adjustments will be made as a result of such Capital Reorganization in the application of the provisions of this Warrant Certificate with respect to the rights and interest thereafter of the Holder to the end that the provisions of this Warrant Certificate will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities, cash or other property thereafter deliverable upon the exercise of the Warrant.

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(e) If and whenever at any time during the Adjustment Period, the Corporation takes any action affecting its Shares to which the foregoing provisions of this subsection 2(2), in the opinion of the directors of the Corporation, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof, or would otherwise materially affect the rights of the Holder hereunder, then the Corporation shall execute and deliver to the Holder an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as the directors of the Corporation may determine to be equitable in the circumstances, acting reasonably and in good faith. The failure of the taking of action by the directors of the Corporation to so provide for any adjustment on or prior to the effective date of any action or occurrence giving rise to such state of facts will be conclusive evidence that the directors has determined that it is equitable to make no adjustment in the circumstances.

(3) Rules. The following rules and procedures will be applicable to adjustments made pursuant to subsection 2(2) of this Warrant Certificate.

(a) Subject to the following provisions of this subsection 2(3), any adjustment made pursuant to subsection 2(2) hereof will be made successively whenever an event referred to therein will occur.

(b) No adjustment in the Exercise Price will be required unless the adjustment would result in a change of at least one per cent in the Exercise Price then in effect and no adjustment will be made in the number of Shares purchasable or issuable on the exercise of the Warrants, if applicable, unless it would result in a change of at least one one-hundredth of a Share; provided, however, that any adjustments which except for the provisions of this clause 2(3)(b) would otherwise have been required to be made will be carried forward and taken into account in any subsequent adjustment.

(c) No adjustment in the Exercise Price or in the number of Shares purchasable on the exercise of the Warrants, if applicable, will be made in respect of any event described in subsection 2(2) hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.

(d) No adjustment in the Exercise Price shall be made pursuant to subsection 2(2) in respect of the issue from time to time:

(i) of Shares purchasable on exercise of the Warrants represented by this Warrant Certificate;

(ii) of dividends paid in the ordinary course of Shares to holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in lieu of receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws; or

(iii) of Shares pursuant to any stock option, stock option plan, stock purchase plan or benefit plan in force at the date hereof for directors, officers, employees, advisers or consultants of the Corporation, as such option or plan is amended or superseded from time to time in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws, and such other stock option, stock option plan, stock purchase plan or benefit plan as may be adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws;

and any such issue shall be deemed not to be a Share Reorganization or Capital Reorganization.

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(e) If the Corporation sets a record date to determine holders of Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and will thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, no adjustment in the Exercise Price or the number of Shares purchasable upon the exercise of the Warrants will be required by reason of the setting of such record date.

(f) In any case in which this Warrant Certificate requires that an adjustment become effective immediately after a record date for an event referred to in subsection 2(2) hereof, the Corporation may defer, until the occurrence of such event:

(i) issuing to the Holder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; if applicable, and

(ii) delivering to the Holder any distribution declared with respect to such additional Shares after such record date and before such event;

provided, however, that the Corporation delivers to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Shares purchasable upon the exercise of the Warrant, if applicable.

(g) If a dispute arises at any time with respect to any adjustment of the Exercise Price or the number of Shares purchasable pursuant to this Warrant Certificate, if applicable, such dispute will be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act by such other firm of independent chartered accountants as may be selected by the directors, acting reasonably.

(h) Adjustments to the Exercise Price or the number of Shares purchasable pursuant to this Warrant Certificate, if applicable, may be subject to the prior approval of the Toronto Stock Exchange.

(4) Taking of Actions. As a condition precedent to the taking of any action which would require an adjustment pursuant to subsection 2(2) hereof, the Corporation will take any action which may, in the opinion of the Corporation’s legal counsel, be necessary in order that the Corporation may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.

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(5) Notice. At least ten (10) business days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment in any of the subscription rights of the Holder pursuant to this Warrant Certificate, including the Exercise Price and the number of Shares which are purchasable upon the exercise thereof, if applicable, or such longer period of notice as the Corporation shall be required to provide holders of Shares in respect of any such event, the Corporation shall notify the Holder in the manner as agreed by the Holder of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In case any adjustment for which such notice has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable notify the Holder of the adjustment and the computation of such adjustment.

(6) Register. The Corporation shall maintain a register of holders in which shall be entered the name(s) and address(es) of the holders of the Warrants and of the number of Warrants held by them. Such register shall be open at all reasonable times for inspection by the Holder. The Corporation shall notify the Holder forthwith of any change of address of the principal office of the Corporation.

Section 3 Covenants and Representations

The Corporation hereby represents and warrants that it is authorized to create and issue the Warrants and covenants and agrees that it will cause the Shares from time to time subscribed for and purchased in the manner provided in this Warrant Certificate and the certificate representing such Shares to be issued and that, at all times prior to the Time of Expiry, it will reserve and there will remain unissued a sufficient number of Shares to satisfy the right of purchase provided for in this Warrant Certificate. The Corporation hereby further covenants and agrees that it will at its expense expeditiously use its best efforts to obtain the listing of such Shares (subject to issue or notice of issue) on each stock exchange or over-the-counter market on which the Shares may be listed from time to time. All Shares which are issued upon the exercise of the right of purchase provided in this Warrant Certificate, upon payment therefor of the amount at which such Shares may be purchased pursuant to the provisions of this Warrant Certificate, shall be and be deemed to be fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Corporation hereby represents and warrants that this Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions of this Warrant Certificate.

Section 4 Shareholder Approval

The Holder of this Warrant Certificate will not have any rights to acquire Shares, and the Warrants will be of no value or effect unless and until the Corporation receives the Shareholder Approval.

Section 5 Time of Expiry

The Warrants will expire and all rights to purchase Shares hereunder will cease and become null and void at 5:00 p.m. (Toronto time) at and after the Time of Expiry. At and after the Time of Expiry, the Holder of this Warrant Certificate will not have any further rights to acquire Shares, and the Warrants will be of no value or effect.

Section 6 No Fractional Common Shares

The Corporation will not be required to issue fractional Shares in satisfaction of its obligations hereunder. If any fractional interest in a Share would be deliverable upon the exercise of a Warrant, the Corporation will, in lieu of delivering the fractional Share, satisfy the right to receive such fractional interest by payment to the Holder of an amount in cash equal (computed in the case of a fraction of a cent to the next lower cent) to the value of the right to acquire such fractional interest on the basis of the Current Market Price of the Shares on the date of exercise as calculated in accordance with the provisions of Section 2 hereof.

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Section 7 Transfer of Warrants

These Warrants are non-transferable and non-assignable by the Holder.

Section 8 Replacement

Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of this Warrant Certificate and, if requested by the Corporation, upon delivery of a bond of indemnity satisfactory to the Corporation (or, in the case of mutilation, upon surrender of this Warrant Certificate), the Corporation will issue to the Holder a replacement certificate (containing the same terms and conditions as this Warrant Certificate).

Section 9 Shareholder Status

The holding of the Warrants evidenced by this Warrant Certificate will not constitute the Holder a shareholder of the Corporation or entitle the Holder to any right or interest in respect thereof except as expressly provided in this Warrant Certificate.

Section 10 Successors

This Warrant Certificate will enure to the benefit of and will be binding upon the Holder and the Corporation and their respective successors.

Section 11 Governing Law

This Warrant Certificate will be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and will be treated in all respects as a British Columbia contract.

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IN WITNESS WHEREOF this Warrant Certificate has been executed on behalf of Burcon NutraScience Corporation as of the 30th day of November, 2016.

	BURCON NUTRASCIENCE CORPORATION
Dated: December 6, 2016	By:	(signed)
		Authorized Signing Officer

APPENDIX A
ELECTION TO EXERCISE

TO: Burcon NutraScience Corporation
1946 West Broadway
Vancouver, British Columbia, Canada V6J 1Z2

Terms used herein but not otherwise defined have the meanings ascribed thereto in the attached Warrant Certificate.

The undersigned registered Holder of the attached Warrant Certificate, hereby:

(a) subscribes for _________________ Shares at a price of $2.58 per Share (or such adjusted price which may be in effect under the provisions of the Warrant Certificate), for a total payment of $___________________, and in payment of the exercise price encloses a certified cheque, bank draft or money order, or has forwarded by wire transfer, in lawful money of Canada payable to the order of Burcon NutraScience Corporation or its successor corporation; and

(b) delivers herewith the above-mentioned Warrant Certificate entitling the undersigned to subscribe for the above-mentioned number of Shares,

in each case in accordance with the terms and conditions set out in the attached Warrant Certificate.

The undersigned hereby represents, warrants and certifies that the undersigned (i) at the time of exercise of the Warrants is not a U.S. person or in the United States, (ii) is not acquiring any of the Shares issuable upon exercise of the Warrants for the account or benefit of a U.S. person or a person in the United States and (iii) did not execute or deliver this Election to Exercise form in the United States. For purposes hereof, “United States” and “U.S. person” shall have the meanings given to such terms in Regulation S under the United States Securities Act of 1933, as amended.

The undersigned hereby directs that the Shares issuable to the undersigned upon exercise of the Warrants be registered as follows:

Name(s) in full	Address(es) (including Postal Code)	Number of Compensation Shares
		Total:

DATED this ________ day of ___________, 20__.

(Signature of Subscriber)

(Print Name of Subscriber)

(Address of Subscriber in full)

The certificates for the Shares will be mailed by pre-paid courier to the address appearing in this Election to Exercise.