Medwell Capital and Spectral Diagnostics announce completion of plan of arrangement

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.

SOURCE Spectral Diagnostics Inc.

For further information:

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 Spectral 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

 

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Spectral Diagnostics Inc.

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Medwell Capital Corp.

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