RepliCel Life Sciences Inc. Announces Closing of Brokered and Non-Brokered Private Placement NEWS RELEASE TRANSMITTED BY Marketwired FOR: RepliCel Life Sciences Inc. OTCQB SYMBOL: REPCF TSX VENTURE SYMBOL: RP MAY 9, 2014 RepliCel Life Sciences Inc. Announces Closing of Brokered and Non-Brokered Private Placement VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 9, 2014) - NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN OR INTO THE UNITED STATES RepliCel Life Sciences Inc. ("RepliCel" or the "Company") (OTCQB:REPCF)(TSX VENTURE:RP) is pleased to announce it has completed the first tranche of its financing announced on March 28, 2014, consisting of total units (each a "Unit") of 3,717,167 at a price of $0.75 per Unit for total gross proceeds of $2,787,875.25. The financing consisted of a brokered private placement of 2,783,667 Units at a price of $0.75 per Unit for gross proceeds of $2,087,750.25 (the "Brokered Financing Portion") and a non-brokered private placement of 933,500 Units at a price of $0.75 per Unit for gross proceeds of $700,125.00 (the "Non-Brokered Financing Portion"). Each Unit consists of one common share of the Company (each, a "Share") and one Share purchase warrant, which will entitle the holder to purchase one additional Share for a period of two years from the closing of the private placement at a price of $1.00 per Share during the first year and $1.25 per Share during the second year. The Company anticipates a second closing under the same terms. Wolverton Securities Ltd. (the "Agent") acted as the agent with respect to the Brokered Financing Portion. The Agent and members of the selling group also received warrants (the "Agent's Warrants") to purchase an aggregate of 222,693 Shares of the Company at a price of $0.75 per share for a period of 24 months and received a cash commission of $167,020. The Agent also received a corporate finance fee of $25,000 and a member of the selling group received an additional fee of $26,000. In connection with the Non-Brokered Financing, the Company issued warrants to purchase an aggregate of 31,880 Shares on the same terms as the Agent's Warrants and paid a finder's fee of $56,010 to four finders. All securities issued in the financing will be subject to a statutory hold period expiring four months and one day after closing of the financing. None of the securities issued in the financing have been registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful. About RepliCel Life Sciences RepliCel is a clinical stage biopharmaceutical company focused on developing autologous cell therapies that treat functional cellular deficits. RepliCel Tendon-01 (RCT-01) is a cell therapy for the treatment of chronic tendon injuries. RepliCel Hair-01 (RCH-01) is a cellular treatment for androgenetic alopecia (pattern baldness). Shiseido Company, Limited has an exclusive geographic license for RCH-01 in certain Asian countries including Japan, China and South Korea. Both product candidates are based on RepliCel's innovative technology which utilizes cells isolated from a patient's own healthy hair follicles to address specific cellular deficits. For additional information please visit www.replicel.com. Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release. This press release contains forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of RepliCel, such as the statement that RepliCel is seeking additional financing. There are numerous risks and uncertainties that could cause actual results and RepliCel's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) the inability of RepliCel to complete the private placement at all or on the terms announced; or (iii) the TSX Venture Exchange not approving further private placements. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, RepliCel does not intend to update these forward-looking statements. -30- FOR FURTHER INFORMATION PLEASE CONTACT: COMPANY CONTACT: David M. Hall, Chief Executive Officer Tammey George, Director of Communications RepliCel Life Sciences 604-248-8696 or INVESTOR CONTACTS: Westwicke Partners, LLC Robert H. Uhl Managing Director (858) 356-5932 INDUSTRY: Pharmaceuticals and Biotech - Biotech, Pharmaceuticals and Biotech - Trials SUBJECT: STK -0- -0- May/09/2014 19:59 GMT
RepliCel Life Sciences Inc. Announces Closing of Brokered and Non-Brokered Private Placement
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