Medwell acquires ownership and control over 6,449,501 common shares of Spectral

Mar 28 2011

Spectral Diagnostics Inc. ("Spectral"), (TSX:SDI), a Phase III company developing the first theranostic treatment for severe sepsis and septic shock, and Medwell Capital Corp. ("Medwell") (TSX-V: MWC), today jointly announced a non-brokered agreement whereby Medwell and a consortium of buyers purchased in private transactions 12,449,501 common shares and 962,500 common share purchase warrants of Spectral from GrowthWorks Canadian Fund Ltd., representing 15.6% of the issued and outstanding shares.

Under the terms of the transaction, Medwell acquired ownership and control over 6,449,501 common shares of Spectral at a price of $0.268508 per share and 962,500 common share purchase warrants of Spectral at a price of $0.01 per warrant for an aggregate cost of $1,741,367.60. A consortium of other buyers, including institutional investors from Europe, purchased 6,000,000 common shares of Spectral at a price of $0.27 per share for an aggregate cost of $1,620,000.

"This agreement to increase our position in Spectral reflects our confidence in their ability to successfully advance the Phase III sepsis program forward to completion," said Kevin Giese, President and CEO of Medwell. "With a Phase III trial actively enrolling patients in the U.S., we believe Spectral's innovative theranostic combination represents an attractive late-stage opportunity to treat sepsis patients."

"We are pleased by the positive response from Medwell and institutional investors from Europe in acquiring this block of shares that represented a large potential overhang in the market," said Dr. Paul Walker, President and CEO of Spectral. "These investments are reflective of the growing recognition of the significance of our U.S. Phase III sepsis trial and of the potentially very large market opportunity for our theranostic product."

As a result of the transaction, Medwell now has ownership and control over 36,149,501 common shares of Spectral, representing approximately 45% of its issued and outstanding common shares. In addition, Medwell has ownership and control over 15,662,500 share purchase warrants representing approximately 58% of the issued and outstanding share purchase warrants of Spectral. Therefore on a partially diluted basis, assuming only Medwell exercises its warrants, it would have ownership and control over 51,812,001 common shares of Spectral, representing approximately 54% of the issued and outstanding common shares. On a fully diluted basis, Medwell has ownership and control of approximately 46% of all issued and outstanding common shares, warrants and options of Spectral. The exemption set out in section 2.8 of National Instrument 45-102 was relied upon for the purchase and sale of the shares and warrants. Medwell acquired the securities of Spectral for investment purposes and may in the future acquire or dispose of securities of Spectral through the market, privately or otherwise, as circumstances or market conditions warrant.