RepliCel Announces Secured Loan Agreement
VANCOUVER, BC, CANADA –April 17, 2024 – RepliCel Life Sciences Inc. (OTCPK: REPCF) (TSXV: RP) (FRA:P6P2) (“RepliCel” or the “Company”), a company developing next- generaon technologies in aesthecs and orthopedics, announces that it has entered into a loan agreement dated April 10, 2024 with Andrew Schue (the “Lender”), the President, Chief Execuve Officer (“CEO”) and a director of the Company, with respect to a loan for a principal amount of up to $1,000,000 (the “Loan”).
The terms of the Loan are as follows:
Gross Proceeds: Up to $1,000,000 CAD
Maturity Date: Interest Rate: Security:
12 months following the first loan payment (the “Advance Date”) 5% per annum
1st posion security interest over the assets of the Company
The Loan will be secured against all present and aer 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 sasfy the payment of certain expenses related to its previously announced asset purchase transacon (the “Transacon”) with 1456390 B.C. Ltd., a non-arm’s length private Brish Columbia company controlled by the Lender, and for general corporate invoices.
“In connecon with the Leer of Intent for the Transacon, 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 commercializaon.” Schue 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 transacon as defined under Mullateral Instrument 61-101 – Protecon of Minority Security Holders in Special Transacons (“MI 61-101”). The Loan is exempt from the formal valuaon requirements of Secon 5.4 of MI 61-101 pursuant to Subsecon 5.5(b) of MI 61-101 as the common shares of Temas are listed on the Canadian Securies Exchange. The Loan is also exempt from the minority approval requirements of Secon 5.6 of MI 61-101 pursuant to Subsecon 5.7(1)(f) of MI 61-101 as the Loan is on reasonable commercial terms and not converble into or repayable in equity or vong securies 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+.