Press Release

Press Release

RepliCel Announces Secured Loan Agreement

RepliCel Announces Secured Loan Agreement

VANCOUVER, BC, CANADA –April 17, 2024 – RepliCel Life Sciences Inc. (OTCPK: REPCF) (TSXV: RP) (FRA:P6P2) (“RepliCel” or the “Company”), a company developing next-generation technologies in aesthetics and orthopedics, announces that it has entered into a loan agreement dated April 10, 2024 with Andrew Schutte (the “Lender”), the President, Chief Executive Officer (“CEO”) and a director of the Company, with respect to a loan for a principal amount of up to $1,000,000 (the “Loan”).

The terms of the Loan are as follows:

Gross Proceeds:  Up to $1,000,000 CAD

Maturity Date:   12 months following the first loan payment (the “Advance Date”)

Interest Rate: 5% per annum

Security: 1st position security interest over the assets of the Company

The Loan will be secured against all present and after acquired property of RepliCel, pursuant to the terms of a general security agreement dated April 10, 2024 (the “GSA”). The Company intends to use the proceeds of the Loan to satisfy the payment of certain expenses related to its previously announced asset purchase transaction (the “Transaction”) with 1456390 B.C. Ltd., a non‐arm’s length private British Columbia company controlled by the Lender, and for general corporate invoices.

“In connection with the Letter of Intent for the Transaction, the Company is moving forward with a plan intended to result in savings to RepliCel as the assets are restructured in a way intended to allow shareholders to benefit upon their commercialization.” Schutte stated “The goal remains to develop the assets and drive strategic value with long term focus as a paramount concern.”

The Lender is the President, CEO and a director of the Company and, as such, the Loan is a related party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Loan is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as the common shares of Temas are listed on the Canadian Securities Exchange. The Loan is also exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(f) of MI 61-101 as the Loan is on reasonable commercial terms and not convertible into or repayable in equity or voting securities of the Company. The Loan Agreement, GSA, and Loan was approved by directors of the Company who are independent of the Lender.

For more information on the Transaction and the Letter of Intent, please see the Company’s news release dated March 18, 2024 filed under its profile on SEDAR+.

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 and YOFOTO are currently co-developing these products in China. 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 and is expected to first launch the product in Hong Kong upon it being approved for market launch in either the United States or Europe. MainPointe Pharmaceuticals has an exclusive distribution agreement for the DermaPrecise™ device and consumables in the United States, subject to income. MainPointe is expected to fund the FDA approval process in the United States.

Please visit for additional information.

On Behalf of the Board of Directors,

“Andrew Schutte”

Andrew Schutte CEO and President

For more information, please contact:

Andrew Schutte, CEO and President

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 intended use of proceeds from the Loan, the Transaction and, in connection therewith, any perceived benefits to shareholders resulting therefrom; the ability of RepliCel’s DermaPrecise™ injection device and related consumables ability to improve the administration of its cell therapy products and certain other injectables; and 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 inability of the Company to enter into definitive agreements in connection with the Transaction; the inability of the Company to receive the necessary regulatory and corporate approvals necessary to complete the Transaction; 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 outlined in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 and other periodic reports filed from time-to-time with the Securities and Exchange Commission on Edgar at and with the British Columbia Securities Commission on SEDAR at

Neither 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.