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MEDWELL CAPITAL AND SPECTRAL DIAGNOSTICS ANNOUNCE COMPLETION OF PLAN OF ARRANGEMENT

TORONTO, Ontario and EDMONTON, Alberta – September 9, 2011 – Spectral Diagnostics Inc. (“Spectral”) (TSX: SDI) and Medwell Capital Corp. (“Medwell”) (TSX-V: MWC) today announced that they have completed their previously announced plan of arrangement (the “Arrangement”), pursuant to which Medwell acquired a further 33,333,333 Spectral common shares (the “Spectral Shares”) for $10 million, at a subscription price of $0.30 per share, the gross proceeds of which will be used primarily to advance Spectral’s Toraymyxin, a treatment for severe sepsis, through to the end of its U.S. Phase III EUPHRATES trial and data release. Pursuant to the Arrangement, Medwell also distributed 54,282,834 Spectral Shares to its shareholders, representing approximately $16.3 million in value based on the $0.30 Spectral Share subscription price.

In connection with the Arrangement, Mr. Kevin Giese has been appointed as Chairman of the Board of Directors of Spectral and Mr. Ian Lennox has been appointed as the Lead Independent Director of the Board of Directors of Spectral.

Medwell now holds approximately 15,200,000 Spectral Shares, representing approximately 13.4% of the issued and outstanding Spectral Shares (calculated on a non-diluted basis), and also holds 15,200,000 Spectral warrants, which are exercisable at $0.60 and expire on March 2, 2014.

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 Inc.
Spectral is a Phase III company seeking U.S. FDA approval for its lead theranostics product for the treatment of severe sepsis and septic shock. Toraymyxin is a therapeutic hemoperfusion device that removes endotoxin, which can cause sepsis, from the bloodstream. Directed by Spectral'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


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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