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MEDWELL ANNOUNCES SHAREHOLDER APPROVAL OF PLAN OF ARRANGEMENT


Edmonton, Alberta, August 26, 2011 – Medwell Capital Corp. (TSX-V:MWC) (“Medwell”) is pleased to announce that at the Annual General and Special meeting of the shareholders of Medwell held earlier today, shareholders approved all proposed resolutions including the previously announced plan of arrangement (the “Arrangement”) with Spectral Diagnostics Inc. (TSX:SDI) (“Spectral”).

Spectral also announced that its shareholders approved the Arrangement at a special meeting held earlier today.

The closing of the Arrangement is subject to court approval, regulatory approval and other customary closing conditions. The Arrangement is currently expected to close by August 31, 2011.

Pursuant to the Arrangement, among other things Medwell will acquire a further 33,333,333 common shares ("Spectral Shares") of Spectral Diagnostics Inc. at a subscription price of $0.30 per share for aggregate proceeds of $10 million and will distribute approximately 54,282,834 Spectral Shares to Shareholders, or, based on the number of issued Medwell Shares as of the date hereof, approximately 0.6 of a Spectral Share for each Medwell Share owned (the "Arrangement"). Each Shareholder will also be deemed to be the holder of one New Medwell Common Share for each Share held on the effective date of the Arrangement. After the completion of this transaction, Medwell will retain 15,200,000 common shares of Spectral, or approximately 13 percent of the common shares outstanding (26 percent on a fully-diluted basis). Further information concerning the Arrangement can be found in Medwell's press releases of June 28, 2011 and July 15, 2011.

About Medwell Capital Corp.
Medwell Capital Corp. is a Canadian-based service provider of capital and advisory services for the healthcare industry. For further information please visit www.medwellcapital.com.

This press release may contain forward-looking statements, which reflect the Corporation’s current expectation regarding future events. These forward-looking statements involve risks and uncertainties that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changing market conditions, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time to time in the Corporation’s ongoing quarterly and annual reporting. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Tony Hesby
Executive VP
Phone: 780-413-7152
thesby@medwellcapital.com

 

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