Press Release

Completed Financing Positions RepliCel Through Upcoming Milestones

VANCOUVER, BC – October 31, 2016 – RepliCel Life Sciences Inc. (“RepliCel” or the “Company”) (OTCQB: REPCD) (TSX.V: RP) (Frankfurt: P6P2), a clinical stage regenerative medicine company focused on the development of autologous cell therapies, announced the completion of a financing with gross proceeds over four million dollars.

Further to its News Releases of September 14, 2016 and October 7, 2016, RepliCel closed a non-brokered private placement on October 28, 2016 of 8,199,999 units (each, a “Unit”) at a price of $0.52 per Unit for proceeds of $4,263,999.48 (the “Offering”).

“While 2016 has been a tough financial year for the Company,” stated RepliCel President & CEO, R. Lee Buckler, “we were very pleased with the eventual response to this financing. By the time of the closing, we had significantly more investment interest than capacity. A healthy mix of past investors, existing shareholders, and new investors participated in the placement. The coming months carry with them the potential to be very exciting for RepliCel and its shareholders with clinical data from two clinical trials expected before the end of first Quarter next year, completion of the manufacturing and testing of our medical device, and the positioning of assets for potential partnerships.”

“With the restructuring that was done and the financing complete, we are confident the strategy we are executing has put RepliCel on a pathway to realize its near-term clinical, commercial, and financial potential,” Buckler concluded.

The Offering was allowed to exceed the original subscription allotment by $104,000. In connection with the Offering, the Company paid $176,483.30 in finders’ fees, issued 339,391 finder’s warrants and 12,000 finder’s Units. The proceeds of the Offering will be used for clinical trials and general working capital purposes.

Each Unit in the Offering consists of one common share in the capital of the Company (each, a “Share”) and one share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder to purchase one additional Share at a price of $0.85 per Share for a period of two years from the date of issuance. The Warrants are subject to an acceleration provision such that in the event that the Shares have a closing price on the TSX Venture Exchange of greater than $1.50 per Share for a period of 10 consecutive trading days at any time after four months and one day from the closing of the Offering, RepliCel may accelerate the expiry date of the Warrants by giving notice to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which such notice is given to the holder.

All securities issued in connection with the Offering are subject to a statutory hold period expiring on the date that is four months and one day after closing.

None of the securities issued in connection with the financing will be 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 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.

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. Please visit www.replicel.com for additional information.

For more information, please contact:

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

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.