Mr. Andrew Schutte reports

REPLICEL ANNOUNCES SECURED LOAN AGREEMENT

RepliCel Life Sciences Inc. has entered into a loan agreement dated April 10, 2024, with Andrew Schutte, the president, chief executive officer and a director of the company, with respect to a loan for a principal amount of up to $1-million.

The terms of the loan are as follows.

Gross proceeds:  up to $1-million

Maturity date:  12 months following the first loan payment

Interest rate:  5 per cent per annum

Security:  first position security interest over the assets of the company

The loan will be secured against all present and after-acquired property of RepliCel, pursuant to the terms of a general security agreement dated April 10, 2024. The company intends to use the proceeds of the loan to satisfy the payment of certain expenses related to its previously announced asset purchase transaction with 1456390 B.C. Ltd., a non-arm's-length private B.C. company controlled by the lender, and for general corporate invoices.

In connection with the letter of intent for the transaction, the company is moving forward with a plan intended to result in savings to RepliCel as the assets are restructured in a way intended to allow shareholders to benefit upon their commercialization.

Mr. Schutte stated, "The goal remains to develop the assets and drive strategic value with long-term focus as a paramount concern."

The lender is the president, chief executive officer and a director of the company, and, as such, the loan is a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The loan is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as the common shares are listed on the Canadian Securities Exchange. The loan is also exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(f) of MI 61-101 as the loan is on reasonable commercial terms and not convertible into or repayable in equity or voting securities of the company. The loan agreement, GSA and loan were approved by directors of the company who are independent of the lender.

For more information on the transaction and the letter of intent, please see the company's news release dated March 18, 2024, filed under its profile on SEDAR+.

About RepliCel Life Sciences Inc.

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 composed 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 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 (DermaPrecise) and related consumables, which are 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, and is expected to first launch the product in Hong Kong upon it being approved for market launch in either the United States or Europe. MainPointe Pharmaceuticals has an exclusive distribution agreement for the DermaPrecise device and consumables in the United States, subject to income. MainPointe is expected to finance the Food and Drug Administration approval process in the United States.

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