Press Release

RepliCel Life Sciences Announces Closing of Asset Sale and Royalty Transaction and  Date for Voluntary Delisting from the TSX Venture Exchange

VANCOUVER, BC – February 14, 2025 – Further to news releases dated March 18, 2024, August 28, 2024, October 17, 2024, December 20, 2024 and January 16, 2025, RepliCel Life Science Inc. (OTCQB: REPCF) (TSXV: RP) (FRA: P6P2), (“RepliCel” or the “Company”) announces that today it closed the asset sale and royalty transaction (the “Transaction”) with 1456390 B.C. Ltd. (the “Acquiror”). 

The voluntary delisting (the “Delisting”) from the TSX Venture Exchange (“TSXV”) will be effective after the markets close on Friday, February 28, 2025, and the Company’s common shares are expected to be delisted from the OTCQB and Frankfurt Exchange on or around the same date. Following the Delisting, the Company will continue to be a “reporting issuer” in British Columbia, Alberta and Ontario, and it will be subject to all applicable continuous disclosure requirements under the securities laws of such provinces, including disclosure of all material changes. 

The Transaction

On August 6, 2024, the Company entered into an asset purchase and license agreement (the “Purchase Agreement”) with the Acquiror, a non‐arm’s length private British Columbia company owned and controlled by RepliCel’s Chief Executive Officer and President, Andrew Schutte, detailing the license of certain patent rights by RepliCel (collectively, the “Patent Rights”) and the sale of all know‐how related to such Patents Rights, marketing materials, brand, server data and hardware (collectively, the “Assets”) used in RepliCel’s autologous cell therapies and the development of its programmable injector device.

Pursuant to the terms of the Purchase Agreement, RepliCel agreed to license the Patent Rights and sell the Assets to the Acquiror in exchange for an 8% royalty on all gross profits earned by the Acquiror in relation to the Acquiror’s commercialization of RCH-01, the NBDS platform (RCT and RCS included), RCI-01 and DermaPrecise™ RCI-02, up to a maximum gross dollar value paid to of approximately US$178,114,732 (the “Royalty”). If the Acquiror sells, sub‐licenses or transfers any of the Patent Rights or Assets to any third parties for cash consideration, the Acquiror will pay RepliCel 75% of the cash consideration received (subject to the aforementioned cap).

The Company has agreed that, upon receipt of Royalty payments from the Acquiror, it will declare a dividend on its common shares. The amount and timing of any dividends resulting from Royalty payments will be determined by the Company’s board of directors exercising its fiduciary duty and subject to applicable solvency or other legal or contractual requirements. Dividends will be made after payment of all fees, expenses and taxes associated with the Transaction, the Royalty and the Company’s operations generally, as well as retention by the Company of amounts necessary to fund dividend payments to holders of options and warrants. The Acquiror has agreed to fund the Company’s general and administrative expenses on a secured loan basis until the total payments made to the Company by the Acquiror reach US$20,000,000, after which such loans become repayable in full before any further dividends may be declared.

Andrew Schutte, the CEO and President of RepliCel, is a director, CEO and controlling shareholder of the Acquiror and as a result, the Transaction is a “related party transaction” under Multilateral Instrument 61‐101 – Protection of Minority Security Holders in Special Transactions (“MI 61‐01”). The Transaction is exempt from the valuation requirements of MI 61‐101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market. Minority approval for the Transaction was obtained at the annual general and special meeting of shareholders held on January 16, 2025.

Acquiror Loan

As further described in the Purchase Agreement, the Acquiror agreed to advance certain amounts to the Company to fund general and administrative expenses on a secured, interest-free loan basis (the “Acquiror Loan”). Proceeds of the Acquiror Loan will be advanced by the Acquiror to the Company after Delisting.  

The Acquiror Loan is a “related party transaction”, as defined MI 61-101, as the current CEO of the Company is also a director of the Acquiror. The Acquiror Loan is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 as the fair market value of the Acquiror Loan does not exceed 25% of the Company’s market capitalization. The Acquiror 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 Acquiror Loan is on reasonable commercial terms and not convertible into or repayable in equity or voting securities of the Company. 

Name Change

Following the Delisting, and in accordance with the terms of the Purchase Agreement, as amended, the Company will change its name from “RepliCel Life Sciences Inc.” to “0913693 B.C. Ltd.” (the “Name Change”). Outstanding share and warrant certificates will not be affected by the Name Change and will not need to be exchanged.  The Company will provide further updates regarding the Name Change, including the new ISIN and CUSIP numbers, in a subsequent news release. 

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 anticipated Delisting and completion of the Name Change. 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 Delisting or Name Change may not complete 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.