Medwell Capital and Spectral Diagnostics announce completion of plan of arrangement

TORONTO AND EDMONTON, Sept. 9, 2011 /CNW/ -- 
TORONTO AND EDMONTON, Sept. 9, 2011 /CNW/ - 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


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 them. 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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p  /p p For further information about Medwell please contact: /p table tr valign="top" td align="left" Tony Hesbybr/ Cora Kleinbr/ Medwell Capital Corpbr/ 780-413-7152br/ E-mail: a href="mailto:[e-mail]"[e-mail]/a /td td align="left" Ross Marshallbr/ Investor Relationsbr/ 416-815-0700 ext. 238br/ a href="mailto:[e-mail]"[e-mail]/a /td /tr /table p For further information about Spectral please contact: /p table tr valign="top" td align="left" Anthony Businskasbr/ Executive Vice President and CFObr/ 416-626-3233 ext. 2200 /td td align="left" Adam Peelerbr/ Investor Relationsbr/ 416-815-0700 ext. 225br/ a href="mailto:[e-mail]"[e-mail]/a /td /tr /table p   /p 

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