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RepliCel Life Sciences Inc. 
Listed Company 

REPLICEL LIFE SCIENCES INC. ("RP")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: December 13, 2019
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 6, 2019 and August 21, 2019:

Unlisted Class A Preferred Shares $435,650

Conversion Price: The holders of the Class A Preferred Shares will be entitled to convert the paid-up-amount on any Class A Preferred Share, from time to time, into common shares at any time prior to the date that is five years from the date of issuance of the Class A Preferred Shares at a conversion price of $0.33 per share.

Maturity date: Five years from issuance. The Company may, in its discretion at any time, redeem all of the Class A Preferred Shares at the following prices:

Up to an including the first anniversary of the issue date $0.468
After the first anniversary up to and including the second anniversary of the issue date: $0.536
After the second anniversary up to and including the third anniversary of the issue date: $0.604
After the third anniversary up to and including the fourth anniversary of the issue date: $0.672
After the fourth anniversary up to and including the fifth anniversary of the issue date: $0.74
On the fifth anniversary of the issue date, all remaining outstanding Class A Preferred Shares must be redeemed at a price of $0.74

Interest rate: The Class A Preferred Shares will receive dividends at a rate of 7% per annum and have first priority as to the payment of dividends and upon liquidation. The payment of the dividends in shares or redemption price in shares is subject to separate Exchange approval.

Number of Placees: 16 placees

Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Andrew Schutte Y 250,000
Peter W. Lewis Y 37,500
David Hall Y 37,500

Finder's Fee: GMP Securities LP receives $19,652

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period on September 10, 2019.
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