Received by email:

File: Medwell - News Release - November27, 2014 (00138431xB73A3).docx

/


MEDWELL TO DISTRIBUTE SPECTRAL COMMON SHARES
EDMONTON, Alberta - November 27, 2014 - Medwell Capital Corp. ("Medwell") (TSX-V:  MWC) is pleased to announce that it
---> intends to distribute to its shareholders, by way of a return of capital (the "Return of Capital"), 2.25 common share
--->s (the "SDI Shares") of Spectral Diagnostics Inc. for each common share of Medwell, subject to adjustment for certain 
--->taxes which Medwell may be required to withhold.  Based on Medwell's current issued and outstanding common shares, it 
--->is expected that Medwell will distribute approximately 16,385,826 SDI Shares to Medwell shareholders.  The record date
---> for determining Medwell shareholders entitled to participate in the distribution has been fixed at December 15, 2014.
--->  The distribution of the SDI Shares will be done in accordance with the applicable "Due Bill" trading procedures of t
--->he TSX Venture Exchange (the "TSXV").
The payment date for the distribution will be January 2, 2015 (the "Payment Date").  Medwell's common shares will be t
--->raded in accordance with the "Due Bill" procedures from December 11, 2015 until the close of trading on the Payment Da
--->te (the "Due Bill Basis Period").  Any trades executed on the TSXV during the Due Bill Basis Period will be identified
---> to ensure that purchasers of Medwell's common shares receive entitlement to the Return of Capital.  Sellers of Medwel
--->l's common shares during the Due Bill Basis Period will also sell their entitlement to the Return of Capital to the re
--->spective purchasers of such common shares.  Medwell's share will commence trading on an "ex" basis without an attached
---> Due Bill entitlement to the Return of Capital from the opening of trading on January 5, 2015, the next trading day af
--->ter the Payment Date.  The last day for settlement of trades during the Due Bill Basis Period will be January 7, 2015 
--->which is the Return of Capital Due Bill redemption date.  
In order to allow for the distribution of the SDI Shares, at Medwell's annual general meeting held on November 14, 201
--->4, shareholders approved, by special resolution, a reduction in the stated capital account of Medwell's common shares 
--->of an amount equal to the fair market value on the distribution date of the SDI Shares distributed.
No Spectral Shares will be distributed to Medwell shareholders who are "U.S. Persons" as such term is defined in rule 
--->902(o) of Regulation S promulgated under the United States Securities Act of 1933 (as amended).  Rather, Medwell will 
--->pay shareholders who are U.S. Persons a cash amount calculated by reference to the fair market value on the distributi
--->on date of the SDI Shares which would otherwise be distributed to such shareholders (less applicable withholding taxes
---> and selling commissions).
ON BEHALF OF THE BOARD OF DIRECTORS OF MEDWELL CAPITAL CORP.
 
 "Kevin Giese" President, CEO & Chairman
 
 About Medwell Capital Corp.
Medwell Capital Corp. is a Canadian-based investment and advisory firm. For further information please visit www.medwe
--->llcapital.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX 
--->Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.  This press release may contain
---> forward-looking statements, which reflect the Company's current expectation regarding future events.  These forward-l
--->ooking statements involve risks and uncertainties that may cause actual results, events or developments to be material
--->ly different from any future results, events or developments expressed or implied by such forward-looking statements. 
---> Such factors include, but are not limited to, changing market conditions, the successful and timely completion of cli
--->nical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product d
--->evelopment, uncertainties related to the regulatory approval process and other risks detailed from time to time in the
---> Corporation's ongoing quarterly and annual reporting.  We undertake no obligation to publicly update or revise any fo
--->rward-looking statements, whether as a result of new information, future events or otherwise.