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

July 6, 2022

Item 3   News Release

The news release dated July 6, 2022 was disseminated through Stockwatch and Market News.

Item 4   Summary of Material Change

The Company announced that it does not intend to proceed at this time with the second tranche of its non-brokered private placement (the “Offering”) as previously announced in its News Release of March 21, 2022, for the issuance of up to 8,333,333 units (each, a “Unit”) at a price of $0.18 per Unit for gross proceeds of up to $1,500,000.

On May 4, 2022, the Company closed a first tranche of the Offering pursuant to which it sold an aggregate of 4,218,470 Units for gross proceeds of $759,324.60. Each Unit consists of one common share of the Company (each, a “Share”) and one-half of one share purchase warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.40 per Share for a period of three years from the date of issuance.

The Company expects to make several key announcements over the next few weeks regarding its progress, plans and financing intentions

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.

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:          Lee Buckler, CEO and President
Telephone:      604.248.8693

Item 9   Date of Report

July 6, 2022

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