Spectral Diagnostics Announces Leading Independent Proxy Firms Recommend Spectral Shareholders Vote for the Proposed Private Placement of Spectral Shares to Medwell Capital Corp.

TORONTO, Aug. 16, 2011 /CNW/ - Spectral Diagnostics Inc. ("Spectral") (TSX: SDI) today announced that ISS Canada, Canada's leading independent proxy firm and an affiliate of Institutional Shareholder Services Inc. ("ISS"), and Glass Lewis & Co., a leading U.S. independent proxy firm, have both recommended that Spectral shareholders vote FOR the proposed private placement (the "Private Placement") to Medwell Capital Corp. ("Medwell") of 33,333,333 common shares of Spectral, at a subscription price of $0.30 per share, for aggregate proceeds of $10 million, pursuant to the terms of a plan of arrangement between Spectral and Medwell (the "Arrangement").

ISS summarized their recommendation as follows: "A vote FOR is warranted as the use of proceeds is reasonable, rationale is sound and no significant corporate governance concerns are raised."  Glass Lewis' noted that "…we believe the board has offered a cogent rationale for the proposed placement… this proposal is in the best interests of shareholders. Accordingly, we recommend that shareholders vote FOR this proposal."

Spectral's board of directors has recommended that shareholders vote their proxy FOR the proposed Private Placement and Spectral has scheduled a special meeting (the "Special Meeting") of shareholders for 10:00 a.m. (Toronto time) on August 26, 2011, where it will seek approval for the Private Placement.  The deadline for voting is 10:00 a.m. (Toronto time) on August 24, 2011.

Shareholders are encouraged to review the management proxy circular of Spectral, dated July 21, 2011, which provides a detailed discussion of the Private Placement and the Arrangement, as well as the reasons behind the board of directors' recommendation.  A copy of the proxy circular is available on SEDAR at www.sedar.com.

The closing of the Arrangement is subject to court approval, regulatory approval and other customary closing conditions.  The Arrangement is also subject to approval of the Medwell shareholders at a special meeting which has also been called for August 26, 2011.  The Arrangement is currently expected to close at the end of August, 2011.

How to Vote
Due to essence of time, Shareholders are urged to vote today using the methods below.

Registered Shareholders
Shareholders who have physical certificates representing Spectral shares may vote by telephone or via the Internet. To vote by telephone call 1-866-732-8683 from a touch tone phone. When prompted, enter your Control Number listed on the proxy and follow the voting instructions. To vote via the Internet, go to www.investorvote.com and enter your Control Number listed on the proxy and follow the voting instructions on the screen. If you vote by telephone or via the Internet, do not complete or return the form of proxy.

Beneficial Shareholders
Shareholders who hold their shares through a broker or other intermediary may vote via the internet at www.proxyvote.com or following the other instructions found on the voting instruction form. Shareholders who have questions or need any additional information should contact their professional advisors or you can contact Laurel Hill Advisory Group, Spectral's proxy solicitation agent, toll-free at 1-877-452-7184, locally at 416-304-0211 or by email at [e-mail].

About ISS
ISS is Canada's leading independent proxy advisory firm and the leading authority on proxy voting and corporate governance issues in Canada with over 1,700 clients. ISS has been providing advisory and voting services to leading pension funds, investment managers, mutual funds and other institutional shareholders since 1987.

About Glass, Lewis & Co.
Founded in 2003, Glass, Lewis & Co. is a leading U.S., independent, governance analysis and proxy voting firm, serving institutional investors globally that collectively manage more than US$15 trillion in assets.

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

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 anticipated events or results, are assumptions based on beliefs of Spectral's senior management as well as information currently available to it. While these assumptions were considered reasonable by Spectral 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 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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