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Medwell Capital and a Consortium of Buyers Acquire Spectral Diagnostics (SDI.TO) Shares from Growthworks Canadian Fund


3/28/2011 11:08:07 AM

TORONTO, March 28 - 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. A copy of the early warning report filed by Medwell pursuant to the provisions of National Instrument 62-103 can be obtained from Medwell at (780) 413-7152 or info@medwellcapital.com.

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 18 countries, 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

About Medwell Capital Corp.

Medwell Capital Corp. is a Canadian-based service provider of capital and advisory services for the healthcare industry. For further information please visit www.medwellcapital.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 it. 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.

For further information:

For further information about Spectral Diagnostics 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

For further information about Medwell please contact:

Tony Hesby Ryan Giese Medwell Capital Corp 6030 - 88th Street Edmonton, AB T6E 6G4 780-413-7152 E-mail: info@medwellcapital.com

Ross Marshall Investor Relations 416-815-0700 ext. 238 rmarshall@equicomgroup.com

To update your contact information or to be removed from this dissemination list, please contact pressreleases4@equicomgroup.com


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