Press Release

VANCOUVER, BC – July 15, 2020 - RepliCel Life Sciences Inc. (OTCQB: REPCF) (TSXV: RP) (FRA: P6P2), (“RepliCel” or the “Company”), a company developing next-generation technologies in aesthetics and orthopedics, announces that further to its News Release of June 19, 2020, it has closed a first tranche of its private placement offering (the “Offering”), pursuant to which it sold an aggregate of 3,649,110 units (each, a “Unit”), at a price of $0.18 per Unit, for gross proceeds of $656,839.80.  The Company intends on completing additional tranches of the Offering.

“We are very pleased with how this offering and the anticipated value creation from the intended use of proceeds is resonating with potential investors in the marketplace,” stated RepliCel CEO, R. Lee Buckler.  “Given the obligations regarding the completion of our outstanding audit and restoring the Company to full securities compliance, we wanted to close an early trance of this financing but we are nowhere near done. We anticipate closing on a larger tranche of funding shortly with investors who have already expressed commitments to participate. Such funding will ensure we are able to submit our application for marketing approval of our dermal injector, launch sales of the injector and consumables, and trigger the first milestone payment from our partner in Greater China”, concluded Mr. Buckler.

Each Unit consists of one common share of the Company (each, a “Share”) and one-half of one share purchase warrant (each whole warrant, a “Warrant”). One Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.36 per Share for a period of three years from closing of the Offering, subject to an acceleration provision such that in the event that the Shares have a closing price on the TSX Venture Exchange (the “Exchange”) of greater than $0.45 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.  

The Company did not pay any finder’s fees in connection with the Offering.

The securities issued under the Offering, and the shares that may be issuable on exercise of the Warrants, are subject to a statutory hold period expiring on November 16, 2020.

The aggregate gross proceeds from the sale of the Offering will be used for general working capital focusing on completing the RepliCel dermal injector production and testing, pushing forward with regulatory clearances and partnerships in Japan for the skin and tendon programs, and restoring the company to full securities compliance while satisfying outstanding trade payables.

Andrew Schutte participated in the Offering.  Mr. Schutte’s participation constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but the issuance was exempt from the valuation requirement 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 and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Units issued to the related party does not exceed 25% of the Company’s market capitalization.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Company also announces that, further to its News Release of June 25, 2020, it is increasing the amount of debt to be settled from $246,020 to $256,768.94 (the “Debt”) owed by the Company to certain creditors.  The number of common shares (each, a “Share”) of the Company to be issued in settlement of the Debt (the “Debt Settlement”) will be increased from 1,366,775 Shares to 1,426,491 Shares at a price of $0.18 per Share.  The Debt Settlement remains subject to Exchange approval.

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 product pipeline is comprised of RCT--01 for tendon repair, RCS--01 for skin rejuvenation, and RCH--01 for hair restoration. RCH--01 is exclusively licensed in Asia to Shiseido Company and Shiseido is currently testing the product in Japan. RepliCel maintains the rights to RCH--01 for the rest of the world. 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, RCI--02, 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 RCI--02 device and consumables in Greater China for dermatology applications and is expected to first launch the product in Hong Kong upon it being CE marked. Please visit www.replicel.com for additional information.

For more information, please contact:

CONTACT:

Lee Buckler, CEO and President

Telephone: 604-248-8693 / info@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.