newsRepliCel Life Sciences Announces Intention to complete Preferred Share Conversion and Settlement of Dividends
VANCOUVER, BC – November 14, 2024 - RepliCel Life Sciences Inc. (OTCQB: REPCF) (TSXV: RP) (FRA: P6P2), (“RepliCel” or the “Company”), a company developing novel, next-generation injection technologies as well as regenerative medicine products in aesthetics and orthopedics, is pleased to announce, further to its news release dated August 28, 2024 and following approval from the holders of the Company’s Class A preferred shares (the “Preferred Shares”) and the Company’s board of directors to amend the terms of the Preferred Shares, its intention to convert all of its issued and outstanding Preferred Shares into common shares (“Shares”) of the Company (the “Conversion”) and settle accrued dividends of $51,672.93 outstanding on the Preferred Shares (the “Dividend Payment”).
The aggregate value of the Preferred Shares attributable to the Conversion is $805,952.50 and the combined aggregate value of both the Conversion and the Dividend Payment is $857,625.43 which will be settled at a deemed price of $0.10 per Share (the “Preferred Share Settlement”). Pursuant to the Preferred Share Settlement, the Company intends to issue an aggregate of 8,576,247 Shares.
The proposed Preferred Share Settlement is subject to the approval of the TSX Venture Exchange (the “Exchange”). All securities issued in connection with the Preferred Share Settlement will be subject to a statutory hold period expiring four months and one day after issuance of the securities.
David Hall, Peter Lewis and Andrew Schutte are among the sixteen investors who participated in the 2019 private placement of the Preferred Shares all of whom will be receiving Shares pursuant to the Preferred Share Settlement. These three individuals are each considered to be a “related party” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61- 101”) and each issuance is considered to be a “related party transaction” within the meaning of MI 61-101 but each issuance will be exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares to be issued to each related party does not exceed 25% of the Company’s market capitalization.