Not for distribution to U.S. Newswire Services or for dissemination in the United States Vancouver, BC. Canada-August 21, 2019-Replicel Life Sciences Inc.(OTCQB:REPCF) (TSXV:RP) (FRA:P6P2)(“Replicel” or the “Company”), a company developing next-generation technologies in aesthetics and orthopedics, announced today that in response to recent communications from the TSX Venture Exchange regarding the terms of RepliCel Life Sciences Inc.’s previously announced non-brokered private placement offering, RepliCel is amending certain terms of the offering to reflect the requests of the TSX-V and preferences of the marketplace. The Offering will consist of up to 6,250,000 Class A Preference Shares (each, a “Class A Share”) at a price of $0.40 per Class A Share for aggregate gross proceeds of up to $2,500,000. The Class A Shares carry certain rights and restrictions, which include:
Subject to the earlier conversion by shareholders and compliance with applicable laws, the Company may, in its discretion at any time, prior to the date that is five (5) years from the date of issuance of the Class A Shares (the “Required Redemption Date”) redeem all of the Class A Shares at a price (the “Redemption Price”) of: (i) $0.468 per Class A Share for the period from the date of issuance (the “Issue Date”) to the date that is the first anniversary of the Issue Date; (ii) $0.536 for the period from the date that is the day after the first anniversary of the Issue Date to the date that is the second anniversary of the Issue Date; (iii) $0.604 for the period from the date that is the day after the second anniversary of the Issue Date to the date that is the third anniversary of the Issue Date; (iv) $0.672 for the period from the date that is the day after the third anniversary of the Issue Date to the date that is the fourth anniversary of the Issue Date; and (v) $0.740 for the period from the date that is the day after the fourth anniversary of the Issue Date and the date that is the fifth anniversary of the Issue Date. On the Required Redemption Date, the Issuer must redeem all remaining outstanding Class A Shares at the Redemption Price, subject to compliance with applicable laws. The proceeds of the Offering are expected to be used to secure certain regulatory approvals for, and to launch certain products currently in development by the Company and for general working capital purposes. “We have investors committed to participating in this financing and have been working with the TSX Venture Exchange for several weeks attempting to close a tranche of the Offering. Subject to investor consent to the amended terms, we anticipate a speedy closing of at least an initial round of the placement on our way to filling the entire Offering,” stated RepliCel President and CEO, R. Lee Buckler. “Given the pressure on global bond yields, we are excited to offer an investment instrument to new investors and existing shareholders which provides both a compelling yield and a potentially attractive upside redemption value at a time when we believe RepliCel is poised on the brink of a material value inflection point.” “In the coming weeks,” he continued, “shareholders should expect to hear significant updates from the Company announcing progress related to the dermal injector and the commercial strategy developing around its market launch next year, our programs in Japan and China, as well as research, patents, and partnerships.” Finder’s fees may be paid in connection with the Offering in accordance with the policies of the TSXV. All of the Class A Shares issued, and any securities into which they may be exchanged or converted, are subject to resale restrictions imposed by applicable law or regulation, a statutory hold period expiring four months and one day from the date of closing. The Offering is subject to approval from the TSXV. 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. RepliCel and Shiseido are currently co-developing 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: Lee Buckler, CEO and President 604‐248‐8693 [email protected] 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. This news release contains forward‐looking statements that involve various risks and uncertainties regarding future events. Such forward‐looking statements are based on current expectations of management, involve a number of risks and uncertainties, and are not guarantees of future performance of the Company. These statements generally can be identified by the use of forward‐looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward‐ looking statements in this news release include statements regarding the amount and timing of the completion of the Offering; the proposed use of the proceeds of the Offering, that the Company is poised on the brink of a material value inflection point, and that the dermal injector will be launched on the market next year. Forward‐ looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward‐looking statements. Those risks include: risks related to the closing of the Offering and the amount of proceeds actually raised from the Offering; risks that the Company may not be able to commercially launch any of its products currently under development; risks that the Company’s products may not perform as, or have the benefits, expected; risks that the Company’s products may not be accepted and adopted by the public; the risk that the Company will not obtain CE mark clearance for its injector device as anticipated or at all; the risk that there will be delays enrolling clinical trial participants or commencing any clinical or research programs as anticipated or at all; the risk that the Company will receive negative results from the Company’s clinical trials; the effects of government regulation on the Company’s business; risks associated with the Company obtaining all necessary regulatory approvals for its various programs; risks associated with the Company’s ability to obtain and protect rights to its intellectual property; risks and uncertainties associated with the Company’s ability to raise additional capital; and other factors beyond the Company’s control. Although the Company believes that the expectations reflected in the forward‐looking statements are reasonable, it cannot guarantee future results, levels of activity or performance. Further, any forward‐looking statement speaks only as of the date on which such statement is made and, except as required by applicable law, the Company undertakes no obligation to update any forward‐looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of such factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward‐looking statement. Readers should consult all of the information set forth herein and should also refer to the risk factor disclosure outlined in the Company’s annual report on Form 20‐F for the fiscal year ended December 31, 2017 and 2018 and other periodic reports filed from time‐to‐time with the Securities and Exchange Commission on Edgar at www.sec.gov and with the British Columbia Securities Commission on SEDAR at www.sedar.com.
