Press Release

RepliCel Life Sciences Announces Meeting Results

VANCOUVER, BC – January 16, 2025 - RepliCel Life Sciences Inc. (OTCQB: REPCF) (TSXV: RP) (FRA: P6P2), (“RepliCel” or the “Company”) is pleased to announce the results of its annual general and special meeting of shareholders (“Meeting”) held on Thursday, January 16, 2025 in Vancouver. A total of 40,320,914 common shares of the Company were represented at the Meeting, constituting approximately 54.8% of the total number of common shares of the Company issued and outstanding. All matters presented for approval at the Meeting were duly authorized and approved.

AGM Results

Shareholders approved setting the size of the Board at three directors, and David Hall and Peter Lewis were re-elected as directors of the Company. Shareholders also approved the appointment of auditors and the renewal of the Company’s 2013 Equity Incentive Plan.

Special Meeting Matters

Shareholders approved the proposed asset sale and royalty transaction with 1456390 B.C. Ltd. (the “Transaction”), a company wholly owned by Andrew Schutte, the Company’s President and Chief Executive Officer. The Transaction was approved by special resolution with 91.65% of the votes cast in favour of the resolution at the Meeting, and the requisite majority of minority approval was obtained in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The proposed voluntary delisting of the Company’s shares from the TSX Venture Exchange in connection with the closing of the Transaction was also approved, with 90.87% of the votes cast in favour. Such vote excluded the shares held by non-arm’s length parties in accordance with the rules of the TSX Venture Exchange. Closing of the Transaction is subject to certain customary closing conditions, and the Company expects closing of the Transaction to occur in Q1 2025. Further updates on the completion of the Transaction and delisting will be provided.

On Behalf of the Board of Directors,

“Ben Austring” Ben Austring COO and Corporate Secretary

For more information, please contact:

Ben Austring, COO and Corporate Secretary

info@replicel.com

Phone: +1 (604) 248-8730

Cautionary Statement Regarding Forward-Looking Statements

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements made in this news release include, but are not limited to, statements regarding the closing of the Transaction. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including, but not limited to: the Company may not complete the Transaction described herein as anticipated or at all; the Transaction may not yield the expected benefits; as well as certain other risks related to factors beyond the control of the Company. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should also refer to the risk factor disclosure contained in the public filings of the Company filed with Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.