March 28, 2014 – RepliCel Life Sciences Inc.
VANCOUVER, BC – RepliCel Life Sciences Inc. (“RepliCel” or the “Company”) (OTCQB: REPCF) (TSXV: RP), a clinical stage regenerative medicine company focused on the development of autologous cell therapies, is pleased to announce it intends to undertake a brokered private placement financing, on a commercially reasonable basis, of up to 10,000,000 units (each, a “Unit”) at a price of $0.75 per Unit for gross proceeds of up to $7,500,000. Each Unit will consist of one common share of the Company (each, a “Share”) and one share purchase warrant, which will entitle the holder to purchase one additional Share for a period of two years from the closing of the private placement at a price of $1.00 per Share during the first year and $1.25 per Share during the second year. Wolverton Securities Ltd. (“Wolverton”) is acting as the sole lead agent in connection with this brokered financing. Part of the private placement may be completed on a non-brokered basis.
All securities issued pursuant to the financing will be subject to a statutory hold period expiring four months and one day after closing of the financing. Completion of the financing is subject to a number of conditions, including, without limitation, entry into an agency agreement with Wolverton for the brokered financing and receipt of all regulatory approvals, including approval of the TSX Venture Exchange.
Proceeds of the financing are anticipated to be used for clinical trials, research and development and general working capital.
None of the securities issued in 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 clinical stage biopharmaceutical company focused on developing autologous cell therapies that treat functional cellular deficits. RepliCel Tendon-01 (RCT-01) is a cell therapy for the treatment of chronic tendon injuries. RepliCel Hair-01 (RCH-01) is a cellular treatment for androgenetic alopecia (pattern baldness). Shiseido Company, Limited has an exclusive geographic license for RCH-01 in certain Asian countries including Japan, China and South Korea. Both product candidates are based on RepliCel’s innovative technology which utilizes cells isolated from a patient’s own healthy hair follicles to address specific cellular deficits. For additional information please visit www.replicel.com.
David M. Hall, Chief Executive Officer
Tammey George, Director of Communications
RepliCel Life Sciences
Westwicke Partners, LLC
Robert H. Uhl
Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.
Forward Looking Statements
This press release contains forward-looking information that involves 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 brokered 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 with Wolverton; 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.