RepliCel Life Sciences Files Management Information Circular  for Annual General and Special Shareholders Meeting and Encourages Shareholders to Access Meeting Materials Online

VANCOUVER, BC – December 4, 2024 - RepliCel Life Sciences Inc. (OTCQB: REPCF) (TSXV: RP) (FRA: P6P2), (“RepliCel” or the “Company”) today announces that it has filed and is in the process of delivering its management information circular and form of proxy (the “Meeting Materials”) in respect of its annual general and special meeting (the “Meeting”) of RepliCel shareholders (the “Shareholders”) to approve the sale and licensing of all or substantially all of the Company’s assets, voluntary delisting and annual meeting matters.

The Meeting is scheduled to be held on Monday, December 30, 2024 at 2:00 p.m. (Vancouver time) at the offices of Clark Wilson LLP, Suite 900, 885 West Georgia Street, Vancouver, BC V6C 3H1 and via Microsoft Teams https://www.microsoft.com/en-ca/microsoftteams/join-a-meeting with Meeting ID: 214 726 360 988 and Passcode: o6Nk6xU3.

In light of the ongoing Canada Post labour disruption, Shareholders may experience significant delays in receiving physical copies of the Meeting Materials. As such, Shareholders are encouraged to access the Meeting Materials electronically under the Company’s profile on SEDAR+ at www.sedarplus.ca, or on the Company’s corporate website at https://replicel.com/news. In addition, Shareholders may also obtain copies of the Meeting Materials by email upon request at info@replicel.com.

Voting

Details of how Shareholders or their duly appointed proxyholders can attend, access and participate in the Meeting, are set out in the Meeting Materials.

Registered Shareholders can attend and vote in person at the Meeting. Registered Shareholders also have the option of voting: (i) through the Internet at https://vote.odysseytrust.com, (ii) by email to proxy@odysseytrust.com, (iii) by completing signing and dating their form of proxy and returning it to Odyssey Trust Company, Attn: Proxy Department, Suite 702, 67 Yonge St., Toronto, ON M5E 1J8 in the envelope provided; or (iv) by fax to Odyssey Trust Company, to the attention of the Proxy Department at 1-800-517-4553 (toll free within Canada and the U.S.) or 416-263-9524 (international). To vote through the Internet, registered Shareholders will need to provide their 15-digit control number found on their form of proxy. Registered Shareholders who have not received their control numbers as a result of the ongoing Canada Post labour disruption can obtain their control numbers by going to Odyssey’s website at https://odysseytrust.com/ca-en/help/ and following the prompts.

Non-registered (Beneficial) Shareholders are entitled to vote: (i) by completing, signing and dating their voting instruction form and returning it by mail in the envelope provided (although we caution that mail may face significant delays due to the ongoing Canada Post labour disruption); (ii) via the Internet at www.proxyvote.com; or (iii) by calling the applicable number listed on the voting instruction form.

Beneficial Shareholders who have not received their control numbers as a result of the ongoing Canada Post labour disruption may contact their brokers in order to obtain their control numbers in order to vote their shares. 

As a result of the Canada Post labour disruption, all Shareholders are encouraged to vote in person, by telephone (for Beneficial Shareholders) or online, as per the instructions provided in the form of proxy or voting instruction form. It is recommended that any physical forms of proxy or voting instruction forms be delivered via hand or courier (other than Canada Post) to ensure that they are received in a timely manner.

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 Meeting and the Meeting Materials. 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; as well as certain other risks related to factors beyond the control of the Company. 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.