Press Release

RepliCel Life Sciences Announces Reinstatement of Trading & Conditional Acceptance for Proposed Transaction

VANCOUVER, BC, CANADA – October 17, 2024 – RepliCel Life Sciences Inc. (OTCPK: REPCF) (TSXV: RP) (FRA:P6P2) (“RepliCel” or the “Company”), announces that, following a reinstatement review by the TSX Venture Exchange (the “Exchange”), the Company’s common shares are expected to be reinstated for trading.

As of June 30, 2024, the Company’s working capital deficiency was approximately $(2,071,403). At this time, the Company intends to manage its working capital concerns through its secured loan (the “Loan”) with Andrew Schutte, the President and Chief Executive Officer of the Company. For additional details relating to the Loan, see the Company’s news release dated April 17, 2024 filed under the Company’s profile on www.sedarplus.ca.

In addition, the Company is pleased to announce that it has received conditional acceptance from the Exchange for its proposed disposition of assets to 1456390 B.C. Ltd., a non-arm’s length private British Columbia company controlled by Andrew Schutte. The transaction will be subject to approval by the Company’s shareholders, which the Company will seek at a meeting of its shareholders (the “Meeting”). The Company anticipates that it will hold the Meeting before December 31, 2024. For additional details relating to the proposed transaction, see the Company’s news release dated August 28, 2024 filed under the Company’s profile on www.sedarplus.ca. Additional updates relating to the proposed transaction will be provided in future news releases.

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.

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 of reinstatement for trading; the Company’s expected plans to manage its working capital deficiency; statements relating to the Company’s plans to complete its proposed transaction; the anticipated timeline of the Company’s shareholder meeting 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 Company may not be able to receive the requisite funding to manage its working capital deficiency; the inability of the Company to close the proposed 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 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.com.

The Exchange has not reviewed and has neither approved nor disapproved the contents of this press release. 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.