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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 $1,000,000 CAD
Maturity Date: 12 months following the first loan payment (the "Advance Date")
Interest Rate: 5% per annum
Security: 1st 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 "GSA"). 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 (the "Transaction") with 1456390 B.C. Ltd., a non-arm's length private British Columbia 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." 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, CEO 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 ("MI 61-101"). 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 of Temas 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 was 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+.