RepliCel Life Sciences
OTCQB : NCSLF

RepliCel Life Sciences

May 09, 2011 09:01 ET

RepliCel Completes TrichoScience Acquisition

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 9, 2011) - RepliCel Life Sciences(1)(the "Company" or "RepliCel") (OTCQB:NCSLF) is pleased to announce the completion of the final share exchange with the shareholders of TrichoScience Innovations Inc. ("TrichoScience") resulting in TrichoScience becoming a wholly-owned subsidiary of the Company.

TrichoScience is in the development stage, having not yet realized any revenues from its planned operations. TrichoScience is engaged in the development of a hair cell replication technology that has the potential to provide a solution to pattern baldness and general hair loss in men and women.

On December 22, 2010, RepliCel closed a share exchange agreement with TrichoScience and with certain accepting shareholders of TrichoScience, whereby RepliCel acquired 4,860,000 common shares of TrichoScience, representing 50.7% of the issued and outstanding common shares of TrichoScience. Pursuant to the share exchange agreement, the exchanging shareholders received 2.2953 common shares, 1.14765 Class B preferred shares and 1.14765 Class C convertible preferred shares of RepliCel for each common share of TrichoScience tendered. RepliCel acquired the 50.7% of TrichoScience in exchange for 11,155,165 common shares, 5,577,580 Class B preferred shares and 5,577,580 Class C convertible preferred shares of RepliCel. In addition, RepliCel acquired 1,000,000 common shares of TrichoScience for $1,000,000 - increasing its ownership in TrichoScience to 55.3%.

Under the terms of the share exchange agreement, the non-accepting shareholders were entitled to tender their shares at any time until June 22, 2012 in exchange for RepliCel shares under the same terms as those provided to the accepting shareholders.

On March 21, 2011, RepliCel acquired an additional 1,610,200 common shares of TrichoScience pursuant to non-accepting shareholders tendering their shares in exchange for 3,695,895 common shares, 1,847,948 Class B preferred shares and 1,847,948 Class C convertible preferred shares of the Company. Also on that date, RepliCel acquired an additional 2,050,000 common shares of TrichoScience for $2,050,000, increasing its ownership in TrichoScience to 75.6%.

On April 29, 2011, RepliCel acquired the remaining 3,114,600 outstanding common shares of TrichoScience pursuant to non-accepting shareholders tendering their shares in exchange for 7,148,951 common shares, 3,574,475 Class B preferred shares and 3,574,475 Class C convertible preferred shares of the Company. However, because the rights and restrictions of the Class B preferred shares provided that all such shares would be extinguished upon RepliCel: (i) acquiring at least 90% of the TrichoScience common shares; and (ii) investing at least $3,000,000 in TrichoScience, all of the outstanding Class B preferred shares have now been extinguished.

As a result of the foregoing transactions, TrichoScience is now a wholly-owned subsidiary of the Company.

About RepliCel Life Sciences

To properly reflect the Company's business focus, Newcastle Resources Ltd. is doing business as RepliCel Life Sciences. The Company has developed RepliCel™, a natural hair cell replication technology that has the potential to become the world's first, minimally invasive solution for androgenetic alopecia (pattern baldness) and general hair loss in men and women. RepliCel™ is based on autologous cell implantation technology that replicates a patient's hair cells from their own healthy hair follicles and, when reintroduced into areas of hair loss, the Company hopes to initiate natural hair regeneration. Patents for the technology have been issued by the European Union and Australia and are pending in other major international jurisdictions. The RepliCel™ procedure has been developed over the past nine years by the Company's recognized research scientists and medical experts – specialists in the fields of hair growth, hair biology and dermatology.

On behalf of the Board of Directors,

David Hall, CEO & President

(1) Newcastle Resources Ltd. doing business as RepliCel Life Sciences.

Notice Regarding Forward Looking Statements

This press release contains projections and forward-looking statements, as that term is defined under applicable securities laws. Statements in this press release, which are not purely historical, are forward-looking statements and can include, without limitation, statements based on current expectations involving a number of risks and uncertainties which are not guarantees of future performance of the Company such as the statement that the Replicel hair cell replication technology has the potential to become the world's first, minimally invasive solution for androgenetic alopecia (pattern baldness) and general hair loss in men and women.

These statements are only predictions and involve known and unknown risks which may cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information, including: negative results from the Company clinical trials, including that the hair cell replication technology may not work as planned or may not be effective at causing the re-growth of hair follicles or the rejuvenation of damaged, miniaturized follicles; the effects of government regulation on the Company's business; the viability and marketability of the Company's hair cell replication technology; the Company's failure to successfully implement its marketing plan; the development of superior technology by the Company's competitors; the failure of consumers and the medical community to accept the Company's technology as safe and effective; risks associated with the Company's ability to obtain and protect rights to our intellectual property; risks and uncertainties associated with the Company 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, 2010 and other periodic reports filed from time-to-time with the Securities and Exchange Commission on Edgar at www.sec.govand with the Canadian Securities Commission on Sedar at www.sedar.com.

Contact Information

  • RepliCel Life Sciences
    Tammey George
    Director of Communications
    604-248-8696
    tg@replicel.com