MATERIAL CHANGE REPORT
900 - 570 Granville Street
Vancouver, BC V6C 3P1
(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 Offering
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Number of Units Issued
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No. of Securities Held prior to Closing of the Offering
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Percentage of Issued and Outstanding Securities prior to Closing of the Offering
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No. of Securities Held After Closing of the Offering
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Percentage of Issued and Outstanding Securities After Closing of the Offering
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Andrew Schutte Chief Executive Officer, President and Director |
$404,250
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4,042,500
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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
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$402,150
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4,021,500
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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.
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(2) |
Based on 54,870,560 Shares outstanding prior to the completion of the Offering.
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(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.
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(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.
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(5) |
Based on 65,001,560 Shares outstanding following the completion of the Offering.
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(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.
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(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.
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(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.
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(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.
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(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.
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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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Telephone: 604.248.8693
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RepliCel Life Sciences Inc. published this content on 21 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2023 21:00:08 UTC.