99.1 |
99.2 |
99.3 |
99.4 |
99.5 |
•
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RepliCel’s three cell therapy products have now been tested in over 100 patients in four countries on three continents.
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•
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RepliCel now has key strategic regional partners each of which are now investing heavily in the further clinical testing
and development of RepliCel’s products for their markets. Data from each of the clinical programs will strengthen the product development initiatives for RepliCel and its other partners worldwide.
|
•
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RepliCel’s three cell therapy products have now been tested in over 100 patients in four countries on three continents.
|
•
|
RepliCel now has key strategic regional partners each of which are now investing heavily in the further clinical testing and
development of RepliCel’s products for their markets. Data from each of the clinical programs will strengthen the product development initiatives for RepliCel and its other partners worldwide.
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(a)
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a description of the transaction and its material terms:
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(b)
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the purpose and business reasons for the transaction:
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(c)
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the anticipated effect of the transaction on the issuer’s business and affairs:
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(d)
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a description of:
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(i)
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the interest in the transaction of every interested party and of the related parties and associated
entities of the interested parties:
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(ii) |
the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially
owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:
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Name and Position
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Dollar Amount of Debt Settlement
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Number of Shares to be Issued
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No. of Securities Held prior to Closing of the Debt Settlement
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Percentage of Issued and Outstanding Securities prior to Closing of the Debt Settlement
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No. of Securities Held After Closing of the Debt Settlement
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Percentage of Issued and Outstanding Securities After Closing of the Debt Settlement
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Andrew Schutte
Chief Executive Officer, President and Director |
$84,923.59
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943,596
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Undiluted:
12,298,854
Diluted: 17,680,410 (1)
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Undiluted: 24.04%(2)
Diluted:
31.26%(3) |
Undiluted:
13,242,450
Diluted: 18,624,006(4)
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Undiluted:
24.36%(5) Diluted:
31.17%(6) |
Peter Lowry
Director
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$26,500.00
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294,444
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Undiluted:
898,982
Diluted: 1,329,182 (7)
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Undiluted: 1.76%(2)
Diluted:
2.59%(8) |
Undiluted:
1,193,426
Diluted: 1,623,626(9)
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Undiluted:
2.20%(5) Diluted:
2.96%(10) |
Peter Lewis
Director
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$26,750.00
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297,222(11)
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Undiluted:
312,198(12)
Diluted: 532,652 (13)
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Undiluted: 0.61%(2)
Diluted:
1.04%(14) |
Undiluted:
609,420(15)
Diluted: 829,874(16)
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Undiluted:
1.12%(5) Diluted:
1.52%(17) |
Gary Boddington
Director
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$19,333.33
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214,815
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Undiluted:
100,000
Diluted: 300,000 (18)
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Undiluted: 0.20%(2)
Diluted:
0.58%(19) |
Undiluted:
314,815
Diluted: 514,815(20)
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Undiluted:
0.58%(5) Diluted:
0.94%(21) |
David Hall
Chairman and Director |
$38,000.00
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422,222
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Undiluted:
435,910
Diluted: 731,364 (22)
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Undiluted: 0.85%(2)
Diluted:
1.42%(23) |
Undiluted:
858,132
Diluted: 1,153,586(24)
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Undiluted:
1.58%(5) Diluted:
2.11%(25) |
Kevin McElwee
Chief Scientific Officer |
$60,375.00
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670,833(26)
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Undiluted:
658,412
Diluted: 933,412 (27)
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Undiluted: 1.29%(2)
Diluted:
1.81%(28) |
Undiluted:
1,329,245
Diluted: 1,604,245(29)
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Undiluted: 2.46%(5)
Diluted:
2.94%(30) |
(1) |
Comprised of: ((i) 12,298,854 Shares held directly by Mr. Schutte, (ii) 303,030 Shares issued on the conversion of class A preference shares at a conversion price of
$0.33 per class A preference share held directly by Mr. Schutte, (iii) 355,000 options held directly by Mr. Schutte, each of which is exercisable into one Share, of which 30,000 are exercisable at a price of $0.43 per Share until July 30,
2023 and 325,000 are exercisable at a price of $0.40 per Share until June 14, 2026 and (iv) 4,723,526 warrants, each of which is exercisable into one Share, of which 562,750 are exercisable at a price of $0.36 per Share until July 15, 2023,
1,051,151 are exercisable at a price of $0.40 per Share until May 4, 2025 and 3,109,625 are exercisable at a price of $0.20 per Share until December 30, 2025.
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(2) |
Based on 51,169,215 Shares outstanding prior to the completion of the Debt Settlement.
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(3) |
Based on 56,550,771 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 51,169,215 Shares outstanding prior
to the completion of the Debt Settlement, (ii) 303,030 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Schutte, (iii) 355,000 Shares that may be issuable on exercise of options held directly by Mr.
Schutte and (iv) 4,723,526 Shares that may be issuable on exercise of warrants held directly by Mr. Schutte.
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(4) |
Comprised of: (i) 13,242,40 Shares held directly by Mr. Schutte and (ii) all of the convertible securities set out in footnote (1) above.
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(5) |
Based on 54,362,307 Shares outstanding following the completion of the Debt Settlement.
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(6) |
Based on 59,743,863 Shares outstanding on a partially-diluted basis following the completion of the Debt Settlement, comprised of: (i) 54,362,307 Shares outstanding
after the completion of the Debt Settlement, (ii) 303,030 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Schutte, (iii) 355,000 Shares that may be issuable on exercise of options held directly by
Mr. Schutte and (iv) 4,723,526 Shares that may be issuable on exercise of warrants held directly by Mr. Schutte.
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(7) |
Comprised of: (i) 898,982 Shares held directly by Mr. Lowry, (ii) 380,000 options held directly by Mr. Lowry, each of which is exercisable into one Share, of which
80,000 are exercisable at a price of $0.43 per Share until July 30, 2023 and 300,000 are exercisable at a price of $0.40 per Share until June 14, 2026 and (iii) 50,200 warrants held directly by Mr. Lowry, each of which is exercisable into one
Share, at a price of $0.20 per Share until December 30, 2025.
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(8) |
Based on 51,549,215 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 51,169,215 Shares outstanding prior
to the completion of the Debt Settlement, (ii) 380,000 Shares that may be issuable on exercise of options held directly by Mr. Lowry and (iii) 50,200 Shares that may be issuable on exercise of warrants held directly by Mr. Lowry.
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(9) |
Comprised of: (i) 1,193,426 Shares held directly by Mr. Lowry and (ii) all of the convertible securities set out in footnote (7).
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(10) |
Based on 54,792,507 Shares outstanding on a partially-diluted basis following the completion of the Debt Settlement, comprised of: (i) 54,362,307 Shares outstanding
after the completion of the Debt Settlement, (ii) 380,000 Shares that may be issuable on exercise of options held directly by Mr. Lowry and (iii) 50,200 Shares that may be issuable on exercise of warrants held directly by Mr. Lowry.
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(11) |
These Shares are held by PWL Inc.
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(12) |
Comprised of: (i) 207,843 Shares held directly by Mr. Lewis and (ii) 104,355 Shares held indirectly by PLW Inc.
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(13) |
Comprised of: (i) 207,843 Shares held directly by Mr. Lewis, (ii) 104,355 Shares held indirectly by PWL Inc., (iii) 45,454 Shares issued on the conversion of class A
preference shares at a conversion price of $0.33 per class A preference share held directly by Mr. Lewis, (iv) 125,000 options held directly by Mr. Lewis, each of which is exercisable into one Share, of which 50,000 are exercisable at a price
of $0.43 per Share until July 30, 2023 and 75,000 are exercisable at a price of $0.40 per Share until June 14, 2026 and (v) 50,000 warrants held indirectly by PWL Inc., each of which is exercisable into one Share at a price of $0.20 per Share
until December 30, 2025.
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(14) |
Based on 51,339,669 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 51,169,215 Shares outstanding prior
to the completion of the Debt Settlement, (ii) 45,454 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Lewis, (iii) 125,000 Shares that may be issuable on exercise of options held directly by Mr.
Lewis and (iv) 50,000 Shares that may be issuable on exercise of warrants held indirectly by PWL Inc.
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(15) |
Comprised of: (i) 207,843 Shares held directly by Mr. Lewis and (ii) 401,577 Shares held indirectly by PLW Inc.
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(16) |
Comprised of: (i) 207,834 Shares held directly by Mr. Lewis, (ii) 401,577 Shares held indirectly by PWL Inc. and (iii) all of the convertible securities set out in
footnote (13) above.
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(17) |
Based on 54,582,761 Shares outstanding on a partially-diluted basis following the completion of the Debt Settlement, comprised of: (i) 54,362,307 Shares outstanding
after the completion of the Debt Settlement, (ii) 45,454 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Lewis, (iii) 125,000 Shares that may be issuable on exercise of options held directly by Mr.
Lewis and (iv) 50,000 Shares that may be issuable on exercise of Warrants held indirectly by PWL Inc.
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(18) |
Comprised of: (i) 100,000 Shares held directly by Mr. Boddington, (ii) 150,000 options held directly by Mr. Boddington, each of which is exercisable into one Share
exercisable at a price of $0.40 per Share until June 14, 2026 and (iii) 50,000 warrants held directly by Mr. Boddington, each of which is exercisable into one Share at a price of $0.20 per Share until December 30, 2025.
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(19) |
Based on 51,319,215 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 51,169,215 Shares outstanding prior
to the completion of the Debt Settlement, (ii) 150,000 Shares that may be issuable on exercise of options held directly by Mr. Boddington and (iii) 50,000 Shares that may be issuable on exercise of warrants held directly by Mr. Boddington.
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(20) |
Comprised of: (i) 314,815 Shares held directly by Mr. Boddington and (ii) all of the convertible securities set out in footnote (18) above.
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(21) |
Based on 54,562,307 Shares outstanding on a partially-diluted basis following the completion of the Debt Settlement, comprised of: (i) 54,362,307 Shares outstanding
after the completion of the Debt Settlement, (ii) 150,000 Shares that may be issuable on exercise of options held directly by Mr. Boddington and (iii) 50,000 Shares that may be issuable on exercise of warrants held directly by Mr. Boddington.
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(22) |
Comprised of: (i) 435,910 Shares held directly by Mr. Hall, (ii) 45,454 Shares issued on the conversion of class A preference shares at a conversion price of $0.33 per
class A preference share held directly by Mr. Hall and (iii) 250,000 options held directly by Mr. Hall, each of which is exercisable into one Share, of which 100,000 are exercisable at a price of $0.43 per Share until July 30, 2023 and
150,000 are exercisable at a price of $0.40 until June 14, 2026.
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(23) |
Based on 51,464,669 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 51,169,215 Shares outstanding prior
to the completion of the Debt Settlement, (ii) 45,454 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Hall and (iii) 250,000 Shares that may be issuable on exercise of options held directly by Mr.
Hall.
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(24) |
Comprised of: (i) 858,132 Shares held directly and (ii) all of the convertible securities of the Company set out in footnote (22) above.
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(25) |
Based on 54,657,761 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 54,362,307 Shares outstanding
following the completion of the Debt Settlement, (ii) 45,454 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Hall and (iii) 250,000 Shares that may be issuable on exercise of options held directly
by Mr. Hall.
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(26) |
These Shares are held by McElwee Consulting.
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(27) |
Comprised of: (i) 658,412 Shares held indirectly by McElwee Consulting and (ii) 275,000 options held directly by Mr. McElwee, each of which is exercisable into one
Share, of which 75,000 are exercisable at a price of $0.43 per Share until July 30, 2023 and 200,000 are exercisable at a price of $0.40 per Share until June 14, 2023.
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(28) |
Based on 51,444,215 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 51,169,215 Shares outstanding prior
to the completion of the Debt Settlement and (ii) 275,000 Shares that may be issuable on exercise of options held directly by Mr. McElwee.
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(29) |
Comprised of: (i) 1,329,245 Shares held indirectly by McElwee Consulting and (ii) all of the convertible securities of the Company set out in footnote (27) above.
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(30) |
Based on 54,637,307 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 54,362,307 Shares outstanding
following the completion of the Debt Settlement and (ii) 275,000 Shares that may be issuable on exercise of options held directly by Mr. McElwee.
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(e)
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unless this information will be included in another disclosure document for the transaction, a
discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any
material disagreement between the board and the special committee:
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(f)
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a summary in accordance with section 6.5 of MI 61‐101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another
disclosure document for the transaction:
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(g)
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disclosure, in accordance with section 6.8 of MI 61‐101, of every prior valuation in respect of the issuer that related to the subject matter of or is otherwise relevant to the transaction:
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(i) |
that has been made in the 24 months before the date of the material change report:
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(ii) |
the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:
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(h)
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the general nature and material terms of any agreement entered into by the issuer, or a related party of
the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:
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(i)
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disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is
relying under sections 5.5 and 5.7 of MI 61‐101 respectively, and the facts supporting reliance on the exemptions:
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•
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RepliCel’s three cell therapy products have now been tested in over 100 patients in four countries on three continents.
|
•
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RepliCel now has key strategic regional partners each of which are now investing heavily in the further clinical testing and
development of RepliCel’s products for their markets. Data from each of the clinical programs will strengthen the product development initiatives for RepliCel and its other partners worldwide.
|