Medwell Capital Corp.
TSX VENTURE : MWC

Medwell Capital Corp.

May 13, 2015 18:45 ET

Medwell Capital Corp. and GDI Integrated Facility Services Inc. Obtain Shareholder Approval and Final Order for the Arrangement

EDMONTON, ALBERTA--(Marketwired - May 13, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Medwell Capital Corp. (TSX VENTURE:MWC) ("Medwell" or the "Company") is pleased to announce that at its annual general and special meeting held today (the "Meeting"), the shareholders of the Company (the "Shareholders") adopted a special resolution approving the arrangement previously announced on April 1, 2015 (the "Arrangement") with GDI Integrated Facility Services Inc. ("GDI") pursuant to which Medwell will acquire, among other things, all of the issued and outstanding securities of GDI (the "Arrangement Resolution"). In connection with the above, the Company received today the final order granted by the Superior Court of Québec approving the Arrangement.

Pursuant to the Arrangement, GDI will be combined into Medwell to form a single entity named "GDI Integrated Facility Services Inc." that will carry on the business of GDI ("New GDI"). It is expected that the closing of the previously announced concurrent public offering (the "Offering") and the Arrangement will occur on May 14, 2015.

The Arrangement Resolution was passed by 99.96% of the votes cast by Shareholders present or represented by proxy at the Meeting. As required under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, the Company also obtained minority shareholder approval for the Arrangement Resolution (more than 50% of the common shares of the Company held by minority shareholders having been voted in favour).

At the Meeting, the Shareholders also adopted a special resolution authorizing the continuance of Medwell under the Canada Business Corporations Act (the "Continuance Resolution") and an ordinary resolution authorizing the adoption of a new stock option plan (the "New Stock Option Plan Resolution"). The Continuance Resolution and the New Stock Option Plan Resolution were passed by 99.98% and 98.7%, respectively, of the votes cast by Shareholders present or represented by proxy at the Meeting.

The Company has received the conditional approval of the TSX Venture Exchange (the "TSXV") for the Offering and the Arrangement, subject to the Company fulfilling all of the requirements of the TSXV. Further, the Company has received the conditional approval of the Toronto Stock Exchange (the "TSX") for the listing of the Subordinate Voting Shares upon completion of the Offering and the Arrangement, subject to the Company fulfilling all of the requirements of the TSX. It is expected that the Subordinate Voting Shares will commence trading on the TSX at the opening of the market on May 14, 2015 under the name "GDI Integrated Facility Services Inc." and under the symbol "GDI". Concurrently therewith, the Common Shares will be delisted from the TSXV and there will be no further trading under the symbol "MCW".

About GDI Integrated Facility Services Inc.

GDI is a Montréal-based janitorial services provider which offers a range of commercial cleaning services and other complementary services such as mechanical maintenance services, damage restoration services, and janitorial and sanitation supplies to owners or managers of large property portfolios and large specialized facilities in Canada and the United States. GDI's services are used by the majority of the largest multi-property owners or managers in Canada and by an increasing number of clients in the United States.

About Medwell Capital Corp.

The Company is a Canadian-based investment and advisory firm which invests in and advises companies on strategy and technology development. For further information, you may contact the Company at 1-866-701-6033 or visit www.medwellcapital.com.

Forward-Looking Information

This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to the Arrangement and the future performance of the Company, GDI and their subsidiaries. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information is based on a number of assumptions management believes to be reasonable and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and GDI to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Forward-looking information is subject to risks associated with our business, including but not limited to the risk that the Arrangement may not be completed on the terms expected or at all. Forward-looking statements contained herein are made as of the date of this news release and the Company and GDI disclaim, other than as required by law, any obligation to update any forward-looking information whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated. Accordingly, the reader is cautioned not to place undue reliance on forward-looking information.

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 news release.

The securities of the Company being offered have not been, nor will be, registered under the U.S. Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This news release does not constitute an offer or sale of securities in the United States.

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