Small Company Offering and Sale of Securities Without Registration (d)

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM D	OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number)	Previous Name(s) o None	Entity Type
0001205059	NEWCASTLE RESOURCES LTD. PAN AMERICAN GOLD CORP TRI LATERAL VENTURE CORP	x Corporation o Limited Partnership o Limited Liability Company o General Partnership o Business Trust o Other
Name of Issuer
REPLICEL LIFE SCIENCES INC.
Jurisdiction of Incorporation/Organization
BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization
	x	Over Five Years Ago
	o	Within Last Five Years (Specify Year)
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
REPLICEL LIFE SCIENCES INC.

Street Address 1		Street Address 2
SUITE 900 - 570 GRANVILLE STREET

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
VANCOUVER BC	BRITISH COLUMBIA, CANADA	V6C 3P1	604-248-8693

3. Related Persons

Last Name	First Name	Middle Name
BUCKLER	LEE

Street Address 1	Street Address 2
SUITE 900 - 570 GRANVILLE STREET

City	State/Province/Country	ZIP/Postal Code
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
HOFFMANN	ROLF

Street Address 1	Street Address 2
SUITE 900 - 570 GRANVILLE STREET

City	State/Province/Country	ZIP/Postal Code
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
HALL	DAVID

Street Address 1	Street Address 2
SUITE 900 - 570 GRANVILLE STREET

City	State/Province/Country	ZIP/Postal Code
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
MA	SIMON

Street Address 1	Street Address 2
SUITE 900 - 570 GRANVILLE STREET

City	State/Province/Country	ZIP/Postal Code
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
LEWIS	PETER

Street Address 1	Street Address 2
SUITE 900 - 570 GRANVILLE STREET

City	State/Province/Country	ZIP/Postal Code
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
SCHUTTE	ANDREW

Street Address 1	Street Address 2
SUITE 900 - 570 GRANVILLE STREET

City	State/Province/Country	ZIP/Postal Code
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
LOWRY	PETER

Street Address 1	Street Address 2
SUITE 900 - 570 GRANVILLE STREET

City	State/Province/Country	ZIP/Postal Code
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
BODDINGTON	GARY

Street Address 1	Street Address 2
SUITE 900 - 570 GRANVILLE STREET

City	State/Province/Country	ZIP/Postal Code
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
AUSTRING	BEN

Street Address 1	Street Address 2
SUITE 900 - 570 GRANVILLE STREET

City	State/Province/Country	ZIP/Postal Code
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		o	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		x	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	o	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
x	Decline to Disclose	o	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506(b)
o	Rule 504 (b)(1)(ii)	o	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2023-02-01

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	x	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	o	Option, Warrant or Other Right to Acquire Another Security
o	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	o	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$ 0 USD

12. Sales Compensation

Recipient			Recipient CRD Number	o	None

(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None

Street Address 1			Street Address 2

City	State/Province/Country	ZIP/Postal Code

State(s) of Solicitation	o	All States

13. Offering and Sales Amounts

Total Offering Amount	$ 9196 USD	o Indefinite
Total Amount Sold	$ 9196 USD
Total Remaining to be Sold	$ 0 USD	o Indefinite

Clarification of Response (if Necessary)

CDN$12,250. Based on the Bank of Canada exchange rate of 0.7507 as at February 1, 2023. Consists of the issuance of common shares.

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	1

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$ 0 USD	o	Estimate
Finders' Fees	$ 0 USD	o	Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$ 0 USD

Estimate

Clarification of Response (if Necessary)

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each Issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:� (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).


	Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
	For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.