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MEDWELL CAPITAL AND SPECTRAL DIAGNOSTICS ANNOUNCE COURT APPROVAL OF PLAN OF ARRANGEMENT AND SET CLOSING AND RECORD DATE FOR COMPLETION

TORONTO, Ontario and EDMONTON, Alberta – August 29, 2011 – Spectral Diagnostics Inc. (“Spectral”) (TSX: SDI) and Medwell Capital Corp. (“Medwell”) (TSX-V: MWC), today announced that the Court of the Queen’s Bench of Alberta today approved their previously announced plan of arrangement (the “Arrangement”).

Pursuant to the Arrangement, among other things Medwell will acquire a further 33,333,333 Spectral common shares (“Spectral Shares”) for $10 million, at a subscription price of $0.30 per Spectral Share and Medwell will distribute approximately 0.60 of a Spectral Share and one new voting common share of Medwell in exchange for each voting Class “A” share of Medwell currently outstanding (collectively, the “Distribution”).

With all required shareholder, court and other regulatory approvals now having been obtained, the Arrangement is now scheduled to close on September 9, 2011, which is also the record date for the Distribution. Medwell’s voting Class “A” shares will commence trading on the TSX Venture Exchange on an ex-dividend basis at the opening of trading on September 7, 2011. The completion of the Arrangement is subject to other customary closing conditions.

About Medwell Capital Corp.
Medwell Capital Corp. is a Canadian-based merchant bank that provides capital and advisory services to the healthcare industry.

For further information please visit www.medwellcapital.com.

About Spectral Diagnostics
Spectral is a Phase III company seeking U.S. FDA approval for its lead theranostics product for the treatment for severe sepsis and septic shock. Toraymyxin is a therapeutic hemoperfusion device that removes endotoxin, which can cause sepsis, from the bloodstream. Directed by the Company’s Endotoxin Activity Assay (EAA™), the only FDA cleared diagnostic for the risk of developing sepsis. Spectral's EUPHRATES trial is the world's first theranostics trial in the area of sepsis.
Toraymyxin has been approved for therapeutic use in Japan and Europe, and has been used safely and effectively in more than 80,000 patients to date. In March, 2009, Spectral obtained the exclusive development and commercial rights in the U.S. for Toraymyxin, and in November, 2010, signed an exclusive distribution agreement for this product in Canada. More than 250,000 patients are diagnosed with severe sepsis and septic shock in North America each year, representing a greater than $1 billion market opportunity for Spectral. Spectral is listed on the Toronto Stock Exchange under the symbol SDI. For further information please visit www.spectraldx.com

For further information about Medwell please contact:

Tony Hesby
Cora Klein
Medwell Capital Corp
780-413-7152
E-mail: info@medwellcapital.com

Ross Marshall
Investor Relations
416-815-0700 ext. 238
rmarshall@equicomgroup.com
 

 

For further information about Medwell please contact:

Anthony Businskas
Executive Vice President and CFO
416-626-3233 ext. 2200

Adam Peeler
Investor Relations
416-815-0700 ext. 225
apeeler@equicomgroup.com

 

 

Forward-looking statement

Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information, particularly in respect of the future outlook of Spectral and Medwell, and anticipated events or results, are assumptions based on beliefs of Spectral's and Medwell’s senior management as well as information currently available to it. While these assumptions were considered reasonable by Spectral and Medwell at the time of preparation, they may prove to be incorrect. Readers are cautioned that actual results are subject to a number of risks and uncertainties, including the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Spectral and Medwell to take advantage of business opportunities in the biomedical industry, the granting of necessary approvals by regulatory authorities as well as general economic, market and business conditions, and could differ materially from what is currently expected.

The TSX has not reviewed and does not accept responsibility
for the adequacy or accuracy of this statement.

 

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