Press Release

RepliCel Life Sciences Announces Intention to complete  Preferred Share Conversion and Settlement of Dividends

VANCOUVER, BC – November 14, 2024 - RepliCel Life Sciences Inc. (OTCQB: REPCF) (TSXV: RP) (FRA: P6P2), (“RepliCel” or the “Company”), a company developing novel, next-generation injection technologies as well as regenerative medicine products in aesthetics and orthopedics, is pleased to announce, further to its news release dated August 28, 2024 and following approval from the holders of the Company’s Class A preferred shares (the “Preferred Shares”) and the Company’s board of directors to amend the terms of the Preferred Shares, its intention to convert all of its issued and outstanding Preferred Shares into common shares (“Shares”) of the Company (the “Conversion”) and settle accrued dividends of $51,672.93 outstanding on the Preferred Shares (the “Dividend Payment”).

The aggregate value of the Preferred Shares attributable to the Conversion is $805,952.50 and the combined aggregate value of both the Conversion and the Dividend Payment is $857,625.43 which will be settled at a deemed price of $0.10 per Share (the “Preferred Share Settlement”). Pursuant to the Preferred Share Settlement, the Company intends to issue an aggregate of 8,576,247 Shares.

The proposed Preferred Share Settlement is subject to the approval of the TSX Venture Exchange (the “Exchange”). All securities issued in connection with the Preferred Share Settlement will be subject to a statutory hold period expiring four months and one day after issuance of the securities. 

David Hall, Peter Lewis and Andrew Schutte are among the sixteen investors who participated in the 2019 private placement of the Preferred Shares all of whom will be receiving Shares pursuant to the Preferred Share Settlement. These three individuals are each considered to be a “related party” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and each issuance is considered to be a “related party transaction” within the meaning of MI 61-101 but each issuance will be exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares to be issued to each related party does not exceed 25% of the Company’s market capitalization.

About RepliCel Life Sciences

RepliCel is a regenerative medicine company focused on developing cell therapies for aesthetic and orthopedic conditions affecting what the Company believes is approximately one in three people in industrialized nations, including aging/sun-damaged skin, pattern baldness, and chronic tendon degeneration. These conditions, often associated with aging, are caused by a deficit of healthy cells required for normal tissue healing and function. These cell therapy product candidates are based on RepliCel’s innovative technology, utilizing cell populations isolated from a patient’s healthy hair follicles.

The Company’s cell therapy product pipeline is comprised of RCT-01 for tendon repair, RCS-01 for skin rejuvenation, and RCH-01 for hair restoration. RCH-01 has been the subject of successful safety and dose-finding clinical studies. RCT-01 and RCS-01 are exclusively licensed in Greater China to YOFOTO (China) Health Company. RepliCel maintains the rights to these products outside of Greater China.

RepliCel has also developed a proprietary injection device (DermaPreciseTM) and related consumables, which is expected to improve the administration of its cell therapy products and certain other injectables. YOFOTO has exclusively licensed the commercial rights for the DermaPrecise™ device and consumables in Greater China for dermatology applications. MainPointe Pharmaceuticals has an exclusive distribution agreement for the DermaPrecise™ device and consumables in the United States, subject to income.

Please visit RepliCel.com for additional information.

For more information, please contact:

info@replicel.com

Phone: +1 (604) 248-8730

Cautionary Statement Regarding Forward-Looking Statements

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements made in this news release include, but are not limited, to statements regarding: the expectation that the Company completes the Preferred Share Settlement as described herein; the Exchange approving the Preferred Share  Settlement; the expected expiry date of the applicable statutory hold period; statements relating to the Company’s plans to complete its proposed transaction; other general statements related to the business and development of the Company. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including, but not limited to: the Company may not complete the transactions described herein as anticipated or at all; the Exchange may not approve the Preferred Share Settlement; as well as certain other risks related to factors beyond the control of the Company. Further, the ongoing labour shortages, high energy costs, inflationary pressures, rising interest rates, the global financial climate and conflicts in Ukraine and Palestine and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the operating performance, financial position, and future prospects of RepliCel. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should also refer to the risk factor disclosure contained in the public filings of the Company filed with Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

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