TSX: MWC

Investor update:Materials related to theAnnual General and Special Meeting of Shareholders

Kevin Giese, President & CEO

Tony Hesby, Executive Vice President

August 2011

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INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements included, referenced or incorporated by reference in this presentation are considered forward-looking statements, which may include future-oriented financial information, within the meaning of the securities legislation of certain of the provinces and territories of Canada, including the Securities Act (Alberta). Forward-looking statements, including future oriented financial information, are necessarily based on estimates and assumptions made by Medwell management in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. These estimates and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies, many of which, with respect to future events, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed or implied in any forward looking statements made by the Company, or on its behalf.

Forward-looking information may relate to management's future outlook and anticipated events or results, and may include statements or information regarding the future plans, intentions, beliefs and prospects of the Company, and can often be identified by forward looking words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "envision", "may" and "will" or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance.

Forward-looking statements, including future oriented financial information, are based on certain factors and assumptions as discussed in greater detail in the Company's annual information form and management's discussion and analysis. In light of the risks and uncertainties inherent in all forward looking statements, including future-oriented financial information, the inclusion or incorporation by reference of forward looking statements in the Company's public disclosure should not be considered as a representation by the Company or any other person that the Company's objectives or plans will be achieved.

Numerous factors could cause the Company's actual results to differ materially from those expressed or implied in the forward looking statements, including future-oriented financial information. These factors are discussed in detail in the Company's annual information form under the heading "Risk Factors" and management's discussion and analysis under the heading "Risks and Uncertainties", copies of which are available on SEDAR at www.sedar.com. Reference should also be made to the Company’s information circular dated July 21, 2011, and in particular under the heading "Information Concerning Spectral – Risk Factors" for risk factors relating to Spectral Diagnostics Inc. The information circular is also available on SEDAR. Such risk factors should be considered carefully and readers should not place undue reliance on forward looking statements. The Company believes that the expectations reflected in any forward looking statements, including future-oriented financial information, which may be contained in this presentation are reasonable, but no assurance can be given that these expectations will prove to be correct. Unless otherwise indicated, forward-looking statements describe the Company's expectations as of the date of this presentation. While the Company may elect to, it is, however, under no obligation and does not undertake to update this information at any particular time, except as expressly required by applicable law.

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Section 1: Plan of Arrangement

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Annual General and Special Meeting Overview

Record Date: July 20, 2011

Meeting Date: August 26, 2011

Proxy Deposit Date: August 24, 2011, 11:00 AM (MDT)

Transfer Agent: Computershare Trust Company of Canada (1-800-564-6253)

Information Agent: Georgeson Shareholder Communications Canada Inc (1-888-605-8410)

Proxy Voting: a) Attend the Meeting or appoint another person to attend andvote on your behalf; or

b) Complete form of proxy and return it in the envelope provided; or

c) Submit proxy to Computershare Trust Company of Canadaby facsimile to 1-866-249-7775; or

d) Follow instructions on the form of proxy for telephone or internet voting

Georgeson can also take your vote over the telephone!

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Plan of Arrangement

The proposed Plan of Arrangement has two components: A $10 Million investment by Medwell (MWC) in Spectral (SDI)

MWC acquires 33,333,333 common shares of SDI at $0.30 per share

MWC distributes to its shareholders 1 new MWC share AND ~0.6 SDI shares for every 1 MWC share held 54,282,834 SDI shares will be distributed to MWC

shareholders $16.3m in value based on the $0.30 subscription price paid

by Medwell. Tax-deferred for certain shareholders

MWC shareholders will directly own shares in SDI

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Investment in SDI: An Exciting Opportunity

Unique “theranostic” approach selects

for responders SDI’s EAA diagnostic first tests for

endotoxin; and The Toramyxin column is used to remove it

from the blood

European EUPHAS trial with

Toramyxin demonstrated a 21%

absolute (39.6% relative) reduction

in 28 day mortality vs placebo (JAMA.

2009; Vol. 301 No. 23, 2445-2452)

Safely used in over 80,000 patients

outside of the U.S.

Sepsis opportunity in U.S. estimated at >$1B annual sales

The one product on the market(Lilly’s Xigris) has issues

Sales are limited by efficacy and safety issues

Completing a post-marketing Phase 3 in 2011 to confirm a 6.1% absolute reduction in 28 day mortality of patients vs. placebo

SDI has promising and proven technology

Large market with limited competition

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Investment in SDI: An Exciting Opportunity

SDI expects Phase 3 EUPHRATES trial data over next 2 years

Dec2011

Dec2012

Dec2013

Interim Data Trial Completion

Near-term licensing opportunity

Aug2011

BioMS’ dirucotide was licensed one year prior to trial completion for $87m upfront, plus $10m received on interim data, $400m in milestones and a significant royalty stream

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Investment in SDI: An Undervalued Technology

Licensing deals typically value the technology based on fundamentals (and not the Company’s stock price)

65% increase in BioMS market cap to

$340mAfter announcement of licensing deal with Eli Lilly and Company1.

SDI Market Cap (recent market value)

$20m

Canadian Phase 3 companies

(Stockwatch)

$145m (~6X over SDI)

U.S. Phase 3 companies (Capital IQ)

$402m (~17x over SDI)

1Increase in market cap in December 2007.

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Investment in SDI: Focused on the Trial

SDI’s development plan is to deliver a quality trial, with the right patients, by the end of 2013

Trial is being expanded to 30 sites internationally

MWC is increasing its operational support Consulting contract extended to December 2013 (trial end)

Contract is for $1.5m per annum

MWC appoints 2 board seats so long as it owns 10% of SDI

Kevin Giese to be appointed Chairman of SDI

MWC’s $10m investment is prioritized for SDI’s EUPHRATES trial

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Distributing shares: Helping SDI’s stock

SDI’s stock is affected by its small float, limited liquidity and the Medwell “control” block

Institutions and retail investors see these as investment barriers

Distribution of 54.3m SDI shares to 7,000 MWC shareholders is intended in the long term to address the issue

SDI FloatLiquidity (Trading Volume)

Number of shareholders

MWC’s % ownership

Pre-deal ~20mSDI ~40k/dayMWC ~100-150k/day ~1,000 45%

Post-deal ~70m potential increase in liquidity ~8,000 13%

Assumes that MWC’s float, liquidity and shareholders transfer over to SDI. All numbers are estimates.

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Distributing shares: Unlocking MWC’s value

MWC intends to unlock its underlying share value by distributing the SDI stock

MWC’s value is estimated to be $0.36 (vs. $0.25 recent trading price)

Approx. $0.18 per MWC share in the SDI shares distributed 54.3m SDI shares @ deal price of $0.30 = $16.3m $16.3m/91m MWC shares = $0.18 per MWC share (current market value 13.6m)

Approx. $0.18 per share book value in assets remaining in MWC Assumes a June 30th pro forma valuation after giving effect to the transaction with an

estimated $9.4m in cash and $7.5m in investments including: 15.2m SDI shares @ $0.30 and 15.2m warrants Mimetogen; Novation; Bioniche and additional public stocks BioMS Technology subsidiary with $130m tax loss

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Section 2: Corporate Review and Outlook

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Corporate Review: MWC as a merchant bank

MWC re-positioned itself last year as a merchant bank Not a biotech company MWC’s primary focus was to take either a controlling investment

interest, or make a significant investment along with board representation.

Focused on making investments in, and providing advisory services to the mid-market healthcare sector in Canada

Company was organized into three divisions:

CLINICAL CONSULTING INVESTMENT BANKING (MEDWELL SECURITIES INC.)

INVESTMENTS

TSX: MWC

Corporate Review: MWC’s goals last year

Primary Goal: To increase shareholder value over the next 3 years (the usual mid-stage healthcare technology investment period)

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DeliveredInvested in two technologies with the potential for increasing MWC ‘s stock value, while taking steps to reduce the cash burn and unlock shareholder value with the SDI plan of arrangement

Make 1-2 large quality investmentsBy using its internal clinical and investment banking expertise to source deals and conduct

pharma-level diligence

DeliveredReviewed over 170 technologies last year, signed CDA’s with 53 for intensive review, and made two large investments

Expand MWC’s support of SDI (MWC’s primary investment)

DeliveredIncreased SDI contract from $1.0m to $1.5m per annum

TSX: MWC

Corporate Review: MWC’s goals last year

Generate advisory revenuesThe clinical advisory group is on track to be self-sustaining post-reorganization. The investment banking group generated minimal revenue as the Canadian healthcare banking sector remained weak, although existing advisory contracts have a strong potential for revenue generation in the next year

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Action Plan

MWC is currently reviewing all strategic options for the investment banking business

Assess the opportunity to increase assets under management

DeliveredManagement determined that there is a longer term potential to set up a PE fund or otherwise recapitalize the company

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Corporate Review: MWC’s goals last year

Monitor cash burn and adjust the business model as required

DeliveredManagement reorganized the company in June to

Bring the annual cash burn under $1m

Staff reduced by 9 and board by 2 members

Currently 5 full time staff in MWC

Plus part time and/or Securities staff FTE’s

Staff compensation reviewed by an independent consultant and recommendations adopted

Office space reduced

Allow for a low cost “virtual” business model

Key clinical staff provide technology assessment and advisory services on a contract basis as demand dictates

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Corporate Review: Future Outlook

The primary goal remains to increase shareholder value over the next three years

The strategy is to use a virtual business model and control costs, while pursuing value-increasing opportunities including:

Supporting the development of SDI

Realizing on existing investments long term

As one of several recapitalization opportunities for the company

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Corporate Review: Future Outlook

MWC’s major investments offer potential exitsthat are high value and near term

Spectral Mimetogen

Potential valuation milestones

- Phase 3 trial data: Interim expected in late 2012 and trial completion in late 2013

- Potential licensing in the next 2 years

- Receipt of strong positive Phase 2 data: top line released with final data expected soon

- Potential start of Phase 3 and potential licensing, sale, or IPO of the technology in the next 3 years

Comparablevaluation information

- Market cap loss by Esai on Eritoran P3 interim announcement : ~$1B

- Average U.S. P3 value: ~$400m

- Value of ‘09 Sanofi and Alcon P2/3 ophthalmology acquisitions: ~$500-600m

- Average U.S. P3 value:~$400m

Share ownership information

- SDI shares outstanding (post deal): 113m- SDI shares distributed to MWC shareholders: 54.3m- MWC share ownership (post deal): 15.2m or 13%

(23% with 15.2m warrants)- MWC shares outstanding: 91m

- MWC share ownership (post deal): 9% (12% with last tranche)

- MWC shares outstanding: 91m

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