Sec Form 13G Filing - Chan Yiu Lun Alan filing for Burcon NutraScience Corporation (BRCNF) - 2022-01-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

Chan Yiu Lun, Alan
c/o 30^th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong
+852 2831 8118
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copy to:

Christopher Doerksen
Dorsey & Whitney LLP

701 5^th Avenue, Suite 6100

Seattle, WA 98104-7043

P: (206) 903-8856

December 31, 2021

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)

CUSIP No. 120831 10 2

CUSIP No. 120831 10 2

CUSIP No. 120831 10 2

CUSIP No. 120831 10 2

Reference is hereby made to Items 5 – 9 and 11 of pages 2 – 5 of this Schedule, which Items are incorporated by reference herein.

Large Scale owns 17,584,458 Shares (“LS Shares”) of the Issuer, representing approximately 16.2% of the issued and outstanding Shares of the Issuer; and Great Intelligence Limited (“Great Intelligence”), a British Virgin Islands company owns 5,282,116 Shares (“GI Shares”) of the Issuer, representing approximately 4.9% of the issued and outstanding Shares of the Issuer.

The securities reported on this Schedule as beneficially owned by Firewood and Big Name are held by Large Scale and Great Intelligence. Firewood, which owns all of the voting interest in Large Scale and Great Intelligence, and Big Name, which is the sole director of Firewood, may each be deemed pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to beneficially own and to have voting and dispositive power in respect of the LS Shares and the GI Shares. The filing of this statement should not be construed as an admission that either Firewood or Big Name 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 securities reported on this Schedule as beneficially owned by Mr. Chan comprise (i) the LS Shares and the GI Shares; and (ii) 225,844 share options (“Chan Option Shares”) which are exercisable by Mr. Chan to subscribe for 225,844 Shares at the exercise prices ranging from CAD 0.23 to CAD 4.16 per Share. Mr. Chan, who owns all the voting interest in Firewood which in turn owns all of the voting interest in Large Scale and Great Intelligence, may be deemed pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to beneficially own and to share voting and dispositive power in respect of the LS Shares and the GI Shares. Mr. Chan also owns all the voting interest in Big Name. The filing of this statement should not be construed as an admission that Mr. 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.

In addition, for the purposes of calculating the percentage of beneficial ownership by Mr. Chan of the Shares only, the issued and outstanding Shares of the Issuer are deemed to include Chan Option Shares.

The calculation of percentage beneficial ownership set out above was derived from the Form 6-K filed with the Commission on November 15, 2021, in which the Issuer reported 108,657,244 outstanding Shares as of November 15, 2021.

SIGNATURE

After reasonable inquiry and to the best of his and its knowledge and belief, each of the following certifies that the information set forth in this statement is true, complete and correct.

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13G (including amendments thereto) with respect to the common shares without par value of Burcon NutraScience Corporation and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.