LED Medical Diagnostics Inc.

November 21, 2011 19:16 ET

Searchlight Capital to Begin Trading as LED Medical Diagnostics Inc.

Company's VELscope® Vx System Helps Detect Oral Cancer and Other Disease

BURNABY, BRITISH COLUMBIA--(Marketwire - Nov. 21, 2011) - Searchlight Capital Corp., a capital pool company, has closed its qualifying transaction previously announced on February 24, 2011. Searchlight will resume trading under the symbol "LMD" (LED Medical Diagnostics Inc.), as a Tier 2 industrial issuer. Trading will commence again within a few days of the issuance of a Final Exchange Bulletin by the TSX Venture Exchange.

Under the qualifying transaction, Searchlight has amalgamated with LED Medical Diagnostics Inc. and certain of LED's subsidiaries under a plan of arrangement approved by shareholders and the British Columbia Supreme Court. Concurrently with the closing of the transaction, the amalgamated company raised $1.066 million by way of an equity financing consisting of 1,421,211 units composed of one common share and 1/2 of a share purchase warrant as a price of $0.75 per unit. Each whole warrant is exercisable for a period of 18 months into one common share at an exercise price of $1.00. Under the Arrangement, former shareholders of Searchlight will receive one share of the amalgamated company for every 1.66666 Searchlight shares held and former shareholders of LED will receive one share of the amalgamated company for every one LED share held.

Aggregate finders fees of $11,190 were paid on the financing.

LED Medical Diagnostics Inc. was founded in 2003 and is headquartered in Burnaby, British Columbia, Canada. Its wholly-owned subsidiary, LED Dental Inc., is the manufacturer of the VELscope Vx oral cancer screening system. VELscope devices, the first to apply tissue fluorescence visualization technology to the oral cavity, are used to conduct more screenings for oral cancer and other oral diseases than any adjunctive device in the world. For more information, call +1 (604) 434-4614, or visit www.VELscope.com.

Following the arrangement, the Board of Directors of LED Medical Diagnostics will be as follows:

Peter Whitehead, Founder, Director, Chairman of the Board, CEO

Mr. Whitehead brings over 15 years of experience in the fields of medicine, biochemistry, biophysics research and biomedical product development in the field of cardiology. An inventor, researcher, author and entrepreneur, Mr. Whitehead has taken three projects from concept to human use. Before the age of 30, Mr. Whitehead brought a medical device company from conception to a $50-million market capitalization.

David Pierson, Director

Mr. Pierson's background covers a broad range of corporate management and ownership positions with leading companies in both dental equipment and materials. He has co-founded several companies that have established new product categories and brand leadership. Recently, he consulted on the positioning, branding and marketing of a CAD/CAM technology for dentistry.

Rodger Tourigny, Director

Mr. Tourigny is the president of Tourigny Management Ltd., a private consulting company he founded in 1979 that primarily deals with oil and gas, financial services and real estate. Prior to establishing his own consulting company in 1979, Mr. Tourigny was Vice President – Finance of Siebens Oil & Gas Ltd. and Secretary-Treasurer of Ranger Oil (Canada) Ltd.

W. Keith Smith, Chair

Mr. Smith served as senior vice chairman of Mellon Financial Corporation and Mellon Bank, N.A., as well as a member of the Board of Directors from 1987 until his retirement on December 31, 1998. In his capacity as head of Mellon Trust he served as chairman and chief executive officer of The Boston Company and Boston Safe Deposit Company, as well as Chairman of The Dreyfus Corporation and Buck Consultants Inc. Prior to joining Mellon Mr. Smith held executive positions with PACCAR, Crocker National Bank, Central National Bank and Booz, Allen & Hamilton.

Rick Pauls, Director

Mr. Pauls is the president, chief executive officer and Chairman of DiaMedica Inc. Before that, Mr. Pauls was the Managing Director of CentreStone Ventures Inc., an early-stage life sciences venture capital fund. While with CentreStone, Mr. Pauls led the investment in Orasi Medical Inc., LED Medical Inc., DiaMedica Inc. and Sanomune Inc. Prior to CentreStone, he was with Centara Corporation, another early-stage venture capital fund, and General Motors Acceptance Corporation.

Darryl Yea, Director

Mr. Yea is currently the president of Investco Capital Management Inc., a private Vancouver-based investment and financial advisory company. Prior to that, he was chairman, president and chief executive officer of Datawest Solutions Inc., a banking technology and payment processing company, and president and CEO of a national financial services organization. He is also a former member of the board of governors of the Vancouver Stock Exchange, the predecessor to the TSX Venture Exchange.

Praveen Varshney, Director

Mr. Varshney is chief financial officer of Canada Zinc Metals Corp. Previously he was chief financial officer and a director of Carmanah Technologies Corp., one of the largest solar companies in Canada. He started his career with KPMG LLP, where he obtained his Chartered Accountant designation.

Due to conflicting business demands, Steven Semmelmayer and Robert Cartagena will be stepping down from the board of the amalgamated company.

Forward Looking Statements

This news release contains forward-looking statements regarding the future success of the business of LED Medical Diagnostics Inc. that is subject to risk and uncertainties. Examples of such forward-looking statements include, but are not limited to, statements relating to anticipated future revenues of the company, success of current product offerings, growth plans and intended use of proceeds. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of the company. These risks include risks related to limited history of profits and operations, operational risk, distributor and supplier risks, working capital, intellectual property risks, disruptions in production, reliance on key personnel, seasonality, competitors, subcontractors and suppliers and regulatory requirements, as well as the risk factors described in LED Medical Diagnositcs' joint management information circular filed on SEDAR at www.sedar.com. The forward-looking statements contained herein are made as of the date of this release and are expressly qualified in their entirety by this cautionary statement. Except as required by law, LED undertakes no obligation to publicly update or revise any such forward-looking statements to reflect any change in its expectations or in events, conditions or circumstances on which any such forward-looking statements may be based, or that may affect the likelihood that actual results may differ from those set forth in the forward-looking statements.

Neither the 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.

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