RepliCel Life Sciences Inc.
TSX VENTURE : RP
OTCQB : REPCD
FRANKFURT : P6P2

RepliCel Life Sciences Inc.

September 14, 2016 15:42 ET

RepliCel Life Sciences Announces Non-Brokered Private Placement

Funding Proceeds Anticipated to See RepliCel Through Several Significant Milestones

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 14, 2016) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

RepliCel Life Sciences Inc. ("RepliCel" or the "Company") (OTCQB:REPCD)(TSX VENTURE:RP)(FRANKFURT:P6P2), a clinical stage regenerative medicine company focused on the development of autologous cell therapies, announced today it intends to undertake a non-brokered private placement financing, on a commercially reasonable basis, of up to 8,000,000 units (each, a "Unit") at a price of $0.52 per Unit for gross proceeds of up to $4,160,000 (the "Offering"). Each Unit will consist of one common share 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 for a period of two years from the closing of the Offering at a price of $1.10 per Share.

The Warrant will be 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 $2.00 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 proceeds from the Offering will be primarily used for clinical trials (up to $2,260,000), research and development (up to $400,000), device manufacturing and testing (up to $900,000), and general working capital (up to $600,000).

The Offering will be offered to existing shareholders of the Company in accordance with the provisions of the Canadian existing shareholder exemption (the "Existing Shareholder Exemption"), as well as to other investors pursuant to other available exemptions.

Shareholders of record of the Company as at September 12, 2016 (the "Record Date") are eligible to participate under the Existing Shareholder Exemption (provided that they continue to hold such common shares as of the closing date). Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely that the subscriber must: (a) be a shareholder of the Company on the Record Date, (b) be purchasing the Units as a principal and for their own account and not for any other party, and (c) may not subscribe to more than $15,000 of securities from the Company in any 12 month period. In the event that a subscriber wants to subscribe for more than the $15,000 of securities, then the subscriber may do so provided they have first received 'suitability advice' from a registered investment dealer. The Offering is not subject to any minimum aggregate subscription. If subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $4,160,000, Units will be allocated pro-rata amongst all subscribers qualifying under all available exemptions.

Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.

In addition, the Company will also make the Offering available to certain subscribers in accordance with the provisions of the Canadian investment dealer exemption (the "Investment Dealer Exemption"). In accordance with the requirements of the Investment Dealer Exemption, the Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.

Closing of the Offering remains subject to final acceptance of the TSX Venture Exchange. The Company may pay finder's fees in connection with the issuance of the Units under the Offering. A portion of the Offering may be completed on a brokered basis. The securities will be subject to a statutory hold period expiring on the date that is four months and one day after closing. The Offering may be considered a related party transaction pursuant to applicable securities laws due to the fact that certain insiders of the Company may be participating in the Offering.

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.

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.

Forward-Looking Statements

This press release contains forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of RepliCel, such as statements that RepliCel intends to undertake a private placement financing and the anticipated use of proceeds. There are numerous risks and uncertainties that could cause actual results and RepliCel's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) the inability of RepliCel to complete the private placement at all or on the terms announced; (iii) the inability of RepliCel to enter into an agency agreement any broker; or (iv) the TSX Venture Exchange not approving the private placement. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, RepliCel does not intend to update these forward-looking statements.

Contact Information