Press Release

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC – February 26, 2016 – RepliCel Life Sciences Inc. (“RepliCel” or the “Company”) (OTCQB: REPCF) (TSXV: RP), a clinical stage regenerative medicine company focused on the development of autologous cell therapies, is pleased to announce it has closed the warrant incentive program (the “Program”) announced on February 9, 2016, intended to encourage the exercise of outstanding common share purchase warrants of the Company expiring before June 30, 2016. 1,113,623 warrants were exercised in connection with the Program at an exercise price of $0.22 for gross proceeds totaling $244,997. 1,113,623 additional common share purchase warrants (each an “Incentive Warrant”) were granted in connection with the Program, with each Incentive Warrant entitling the holder to purchase one additional common share until 5:00 p.m. (Vancouver time) on February 25, 2018 at a price of $0.40 per share.

The Incentive Warrants, and any common shares issued on exercise thereof, will be subject to a statutory hold period expiring on June 26, 2016. None of the securities have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities, in any state where such offer, solicitation or sale would be unlawful.

Proceeds of the Program are anticipated to be used for clinical trials, research and development and general working capital.

About RepliCel Life Sciences
RepliCel is a regenerative medicine company focused on developing autologous cell therapies that address conditions caused by a deficit of healthy cells required for normal healing and function. The Company’s product pipeline is comprised of two ongoing clinical trials (RCT-01: tendon repair and RCS-01: skin rejuvenation) as well as its RCH-01: hair restoration product under exclusive license by Shiseido Company for certain Asian countries. All product candidates are based on RepliCel’s innovative technology utilizing cell populations isolated from a patient’s healthy hair follicles. The Company has also developed a proprietary injection device (RCI-02) optimized for the administration of its products and licensable for use with other dermatology applications.

Visit http://www.replicel.com for additional information.

For more information please contact:

CORPORATE:
Lee Buckler, President and CEO
Telephone: 604-248-8693
lee@replicel.com

MEDIA:
Tammey George, Director of Communications
Telephone: 604-248-8696
tg@replicel.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking statements that involve various risks and uncertainties regarding future events. Such forward-looking statements include statements regarding the Company’s proposed use of proceeds of the Program. Such statements are based on current expectations and are not guarantees of future performance. There are numerous risks and uncertainties that could cause actual results and RepliCel’s plans and objectives to differ materially from those expressed in the forward-looking statements, including adverse market conditions and changing financial requirements. Actual results and future events could differ materially from those anticipated in the statements. The forward-looking statements in this release are based on estimates and opinions of management on the date they are made and are expressly qualified in their entirety by this notice. Except as required by law, RepliCel does not intend to update these forward-looking statements.