51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

RepliCel Life Sciences Inc. (the “Company”)
900 – 570 Granville Street
Vancouver, BC V6C 3P1

Item 2 Date of Material Change

March 14, 2023

Item 3 News Release

The news release dated March 14, 2023 was disseminated through Stockwatch and Market News on March 14, 2023.

Item 4 Summary of Material Change

The Company announced that it has completed its previously announced non-brokered private placement (the “Offering”), as described in its News Release dated January 26, 2023, pursuant to which it has issued an aggregate of 10,131,000 units (each, a “Unit”) at a price of $0.10 per Unit for gross proceeds of $1,013,100. Each Unit consists of one common share in the capital of the Company (each, a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable into one additional Share at a price of $0.20 per Share for a period of four years from the closing date.

The net proceeds from the sale of the Offering will be used for general working capital purposes.

The securities issued under the Offering, and the Shares that may be issuable on exercise of the Warrants, are subject to a statutory hold period expiring four months and one day from the date of closing.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Each of Andrew Schutte, a director and officer of the Company, and Jamie Mackay, a 10% shareholder of the Company, participated in the Offering and each are 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 Company’s 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.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

A full description of the material change is described in Item 4 above and in the News Release which was filed on SEDAR.

Disclosure Required by MI 61-101

Pursuant to MI 61-101, the Offering constituted a “related party transaction” as a director and officer and a 10% shareholder of the Company participated in the Offering.

The following supplementary information is provided in accordance with Section 5.2 of MI 61‐101.

(a)	a description of the transaction and its material terms:

See Item 4 above for a description of the Offering.

(b)	the purpose and business reasons for the transaction:

The aggregate gross proceeds from the sale of the Offering will be used for general working capital.

(c)	the anticipated effect of the transaction on the issuer’s business and affairs:

The Company does not anticipate any material effect on the Company’s business and affairs.

(d)	a description of:

(i)	the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

Andrew Schutte, the Chief Executive Officer, President and director of the Company, was issued 4,042,500 Units for gross proceeds of $404,250.

Jamie Mackay, a 10% shareholder of the Company, was issued 4,021,500 Units for gross proceeds of $402,150.

(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:

The following table sets out the effect of the Offering on the percentage of securities of the Company beneficially owned or controlled by each of Mr. Schutte and Mr. Mackay:

Name and Position	Dollar Amount of Offering	Number of Units Issued	No. of Securities Held prior to Closing of the Offering	Percentage of Issued and Outstanding Securities prior to Closing of the Offering	No. of Securities Held After Closing of the Offering	Percentage of Issued and Outstanding Securities After Closing of the Offering
Andrew Schutte Chief Executive Officer, President and Director	$404,250	4,042,500	Undiluted: 13,359,116 Diluted: 19,040,672⁽¹⁾	Undiluted: 24.35%⁽²⁾ Diluted: 31.45%⁽³⁾	Undiluted: 17,401,616 Diluted: 25,104,422⁽⁴⁾	Undiluted: 26.77%⁽⁵⁾ Diluted: 34.53%⁽⁶⁾
Jamie Mackay 10% shareholder	$402,150	4,021,500	Undiluted: 6,013,037 Diluted: 8,864,037⁽⁷⁾	Undiluted: 10.96%⁽²⁾ Diluted: 15.36%⁽⁸⁾	Undiluted: 10,034,537 Diluted: 14,896,107⁽⁹⁾	Undiluted: 15.44%⁽⁵⁾ Diluted: 21.32%⁽¹⁰⁾

⁽¹⁾

Comprised of: (i) 13,359,116 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) 655,000 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, 325,000 are exercisable at a price of $0.40 per Share until June 14, 2026 and 300,000 are exercisable at a price of $0.12 per Share until January 26, 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.

⁽²⁾

Based on 54,870,560 Shares outstanding prior to the completion of the Offering.

⁽³⁾

Based on 60,552,116 Shares outstanding on a partially-diluted basis prior to the completion of the Offering, comprised of: (i) 54,870,560 Shares outstanding prior to the completion of the Offering, (ii) 303,030 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Schutte, (iii) 655,000 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.

⁽⁴⁾

Comprised of: (i) 17,401,616 Shares held directly by Mr. Schutte, (ii) all of the convertible securities set out in footnote (1) above and (iii) 2,021,250 Warrants held directly by Mr. Schutte, each of which is exercisable into one Share at a price of $0.20 pe Share until March 14, 2027.

⁽⁵⁾

Based on 65,001,560 Shares outstanding following the completion of the Offering.

⁽⁶⁾

Based on 72,704,366 Shares outstanding on a partially-diluted basis following the completion of the Offering, comprised of: (i) 65,001,560 Shares outstanding after the completion of the Offering, (ii) 303,030 Shares that may be issuable on conversion of class A preference shares held directly by Mr. Schutte, (iii) 655,000 Shares that may be issuable on exercise of options held directly by Mr. Schutte and (iv) 6,744,776 Shares that may be issuable on exercise of Warrants held directly by Mr. Schutte.

⁽⁷⁾

Comprised of: (i) 6,013,037 Shares held directly by Mr. Mackay and (ii) 2,851,000 Warrants held directly by Mr. Mackay, each of which is exercisable into one Share, of which 1,117,917 are exercisable at a price of $0.36 per Share until July 15, 2023, 1,058,083 are exercisable at a price of $0.40 per Share until May 4, 2025 and 675,000 are exercisable at a price of $0.20 per Share until December 30, 2025.

⁽⁸⁾

Based on 57,721,560 Shares outstanding on a partially-diluted basis prior to the completion of the Offering, comprised of: (i) 54,870,560 Shares outstanding prior to the completion of the Offering and (ii) 2,851,000 Shares that may be issuable on exercise of Warrants held directly by Mr. Mackay.

⁽⁹⁾

Comprised of: (i) 10,034,537 Shares held directly by Mr. Mackay, (ii) all of the convertible securities set out in footnote (7) above and (iii) 2,010,570 Warrants held directly by Mr. Mackay, each of which is exercisable into one Share at a price of $0.20 per Share until March 14, 2027.

⁽⁹⁾

Based on 69,863,130 Shares outstanding on a partially-diluted basis following the completion of the Offering, comprised of: (i) 65,001,560 Shares outstanding after the completion of the Offering and (ii) 4,861,750 Shares that may be issuable on exercise of Warrants held directly by Mr. Mackay.

(e)

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:

Mr. Schutte abstained on the resolution of the board of directors approving the Offering with respect to his portion of the Offering. A special committee was not established in connection with the approval of the Offering, and no materially contrary view or abstention was expressed or made by any director.

(f)	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:

Not applicable.

(g)	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:

(i)

that has been made in the 24 months before the date of the material change report:

Not applicable.

(ii)

the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

(h)	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:

The Company entered into a subscription agreement with Andrew Schutte pursuant to which Mr. Schutte acquired 4,042,500 Units for gross proceeds of $404,250.

The Company entered into a subscription agreement with Jamie Mackay pursuant to which Mr. Mackay acquired 4,021,500 Units for gross proceeds of $402,150.

(i)	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:

The Offering is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(b) as the Company’s 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 issued to each related party did not exceed 25% of the Company’s market capitalization.

As this material change report is being filed less than 21 days before the closing of the Offering, there is a requirement under MI 61‐101 to explain why the shorter period is reasonable or necessary in the circumstances. In the view of the Company, such shorter period is reasonable and necessary in the circumstances because the Company wished to complete the Offering in a timely manner.

5.2 Disclosure for Restructuring Transactions

N/A

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

N/A

Item 7 Omitted Information

None

Item 8 Executive Officer

Contact: Andrew Schutte, CEO and President
Telephone: 604.248.8693

Item 9 Date of Report

March 16, 2023