Medwell Capital Corp. and GDI Integrated Facility Services Inc. Provide Arrangement and Public Offering Update

EDMONTON, ALBERTA--(Marketwired - May 7, 2015) -

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

Medwell Capital Corp. ("Medwell" or the "Company") (TSX VENTURE:MWC) and GDI Integrated Facility Services Inc. ("GDI") today provided an update regarding the transaction previously announced on April 1, 2015 (the "Arrangement") pursuant to which the Company proposed to acquire, among other things, all of the issued and outstanding securities of GDI. In connection thereto, the Company has obtained today a receipt for its final prospectus with the securities regulatory authorities in each of the provinces and territories of Canada with respect to the public offering (the "Offering") of subordinate voting shares (the "Subordinate Voting Shares"). As part of the Arrangement, GDI will be combined into Medwell to form a single entity to be renamed "GDI Integrated Facility Services Inc." (the "Resulting Issuer") that will carry on the business of GDI.

The Offering and the Arrangement is expected to close on May 14, 2015 and is subject to certain closing conditions.

Further to the Arrangement, the Company has been assigned a value fixed at $11,200,000, an amount equal to approximately $1.54 per currently issued and outstanding common share of the Company (the "Common Shares"), representing a premium of approximately 121% over the volume weighted average price of the Common Shares on the TSX Venture Exchange (the "Exchange") of $0.697 over the last 20 trading days ended on March 31, 2015.

Public Offering

Pursuant to the Offering, the Company is offering 9,400,000 Subordinate Voting Shares at a price of $16.00 (the "Offering Price") per Subordinate Voting Share for aggregate gross proceeds of $150,400,000.

The Offering is being underwritten by a syndicate of underwriters bookrun by TD Securities Inc. and National Bank Financial Inc., co-led by Desjardins Securities Inc., and including GMP Securities L.P., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc. and Merrill Lynch Canada Inc. (collectively, the "Underwriters"). The Underwriters have been granted an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part, at the sole discretion of the Underwriters, to purchase from the Company up to an additional 705,000 Subordinate Voting Shares (representing 7.5% of the Subordinate Voting Shares offered pursuant to the Offering) at a price per Subordinate Voting Share equal to the Offering Price.

The Underwriters will be paid a fee equal to 6% of the aggregate gross proceeds of the Offering, inclusive of any proceeds received in respect of Subordinate Voting Shares sold pursuant to the exercise of the Over-Allotment Option (the "Underwriters' Fee"). The Birch Hill Entities (as defined below), certain executives of GDI (the "GDI Executives") and Group CB (as defined below) have agreed to pay a portion of the Underwriters' Fee in an amount, in the aggregate, of $5,783,605, and the Resulting Issuer will pay the remainder of the Underwriters' Fee.

Upon completion of the Offering and the Arrangement, it is contemplated that the net proceeds from the Offering will be used as follows:

Use of the net proceeds of the Offering	Amount of net proceeds(1)
Payment of the cash consideration under the Arrangement (the "Cash Consideration")	$130,004,501
Partial repayment of the existing indebtedness of GDI under its credit facilities	$14,865,104
Costs related to the Offering and the Arrangement	$2,290,000(2)
Total	$147,159,605(3)

Notes:

(1) Assuming the Over-Allotment Option is not exercised.

(2) This amount does not include the portion of the Underwriters' Fee assumed by the Resulting Issuer equal to $3,240,395.

(3) This amount gives effect to the payment of the portion of the Underwriters' Fee assumed by the Birch Hill Entities, Group CB and the GDI Executives in the amount of $5,783,605.

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation of sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any United States state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable United States state securities laws or pursuant to an exemption therefrom.

Management Information Circular

In connection with the annual general and special meeting (the "Meeting") of the shareholders of the Company (the "Shareholders") called to consider, among other things, the Arrangement, the Company has mailed to the Shareholders the management information circular dated April 13, 2015 (the "Circular") which sets forth important information relating to the Arrangement and Offering. A copy of the Circular, as well as other information relating to the Offering and the Arrangement, is available on SEDAR under the Company's issuer profile at www.sedar.com.

Certain information relating to the completion of the Offering and Arrangement was not determinable as of the date of the Circular and consequently, estimates with respect to such matters were instead provided. This news release confirms any information that was not determinable as of the date of the Circular.

Details of the Arrangement and Confirmation of Applicable Ratios

Consolidation of the Common Shares

In connection with the Arrangement, the Common Shares will be consolidated on the basis of one post-consolidation Common Share for every 10.4 pre-consolidation Common Share. As of the date of this news release, 7,282,589 Common Shares are issued and outstanding. Upon completion of the Offering and the Arrangement, such 7,282,589 Common Shares will become approximately 700,000 Subordinate Voting Shares.

Effect of the Offering and the Arrangement

Upon the completion of the Offering and the Arrangement (assuming no exercise of the Over-Allotment Option), 10,724,252 Subordinate Voting Shares and 9,461,200 multiple voting shares of the Company (the "Multiple Voting Shares", and together with the Subordinate Voting Shares, the "New GDI Shares") will be issued and outstanding, representing a total of 20,185,452 New GDI Shares.

The closing of the Offering and the Arrangement will occur concurrently and as a result:

• Investors in the Offering will become shareholders of the Resulting Issuer and will hold 9,400,000 Subordinate Voting Shares, representing 46.6% of the outstanding New GDI Shares and 52.6% of the total voting power attached to the outstanding New GDI Shares;

• Claude Bigras, the current President and CEO of GDI, and his holding company Gestion Claude Bigras Inc. (collectively, "Group CB"), will receive $1,280,255 as part of the Cash Consideration and 3,346,089 Multiple Voting Shares, representing 35.4% of the outstanding Multiple Voting Shares, 16.6% of the outstanding New GDI Shares and 14.1% of the total voting power attached to the outstanding New GDI Shares;

• The GDI Executives will receive $13,082,956 as part of the Cash Consideration and 624,252 Subordinate Voting Shares, representing 5.8% of the outstanding Subordinate Voting Shares, 3.1% of the outstanding New GDI Shares and 3.5% of the total voting power attached to the outstanding New GDI Shares;

• Birch Hill Equity Partners IV, LP, Birch Hill Equity Partners (US) IV, LP and Birch Hill Equity Partners (Entrepreneurs) IV, LP (collectively, the "Birch Hill Entities") will receive $109,857,686 as part of the Cash Consideration and 6,115,111 Multiple Voting Shares, representing 64.6% of the outstanding Multiple Voting Shares and, by including the Common Shares currently owned or controlled by the Birch Hill Entities in Medwell, 31.8% of the outstanding New GDI Shares, and 27.6% of the total voting power attached to the outstanding New GDI Shares;

• The Shareholders other than the Birch Hill Entities will hold 387,615 Subordinate Voting Shares, representing 1.9% of the outstanding New GDI Shares; and

• Shareholders holding Common Shares prior to the closing date will remain shareholders of Medwell and will own or control 700,000 Subordinate Voting Shares, representing 6.5% of the outstanding Subordinate Voting Shares, 3.5% of the outstanding New GDI Shares and 3.9% of the total voting power attached to the outstanding New GDI Shares.

A total of 9,461,200 Multiple Voting Shares and 624,252 Subordinate Voting Shares, representing a total of 10,085,452 New GDI Shares, will be issued as part of the Arrangement.

Long-term Incentive Plan

As part of the Arrangement, the Company will acquire all of the outstanding shares of 8392129 Canada Inc. issued to Group CB and the GDI Executives pursuant to GDI's long-term incentive plan. On average, each share of 8392129 Canada Inc. will be exchanged for $1.20 in cash in the case of Group CB, and for $0.83 in cash and 0.03 Subordinate Voting Shares in the case of the GDI Executives, for a total value of $1.25 per share in each case.

Principal Shareholders

Following the closing of the Offering and the Arrangement, Group CB and the Birch Hill Entities will constitute the principal shareholders of the Resulting Issuer, with no other individual or entity holding greater than 10% of the issued and outstanding New GDI Shares.

Fully Diluted Share Capital of the Resulting Issuer

The following table sets out the number and percentage of New GDI Shares which will be issued and outstanding on a fully diluted basis, including any options reserved for issuance under the Company's existing stock option plan (the "Medwell Options") and under the proposed stock option plan of the Resulting Issuer (the "New GDI Options") after completion of the Offering and the Arrangement:

Designation of Security	Number upon completion of the Offering and the Arrangement		Percentage upon completion of the Offering and the Arrangement		Voting Power upon completion of the Offering and the Arrangement
Subordinate Voting Shares	10,724,252		48.3%		60%
Multiple Voting Shares	9,461,200		42.6%		40%
New GDI Options	2,000,000		9.0%		-
Medwell Options	17,590			-
Total New GDI Shares on a fully diluted basis	22,203,042		100%		100%

Share Ownership by the Directors and Executive Officers of the Resulting Issuer

Upon completion of the Offering and the Arrangement, the directors and executive officers of the Resulting Issuer will, as a group, beneficially own, or control or direct, directly or indirectly, a total of 3,346,089 Multiple Voting Shares and 203,078 Subordinate Voting Shares, representing 35.4% of all of the issued and outstanding Multiple Voting Shares, 1.9% of all of the issued and outstanding Subordinate Voting Shares, 17.6% of the outstanding New GDI Shares and 15.3% of the total voting power attached to the issued and outstanding New GDI Shares. The total aggregate market value of such New GDI Shares will be $56,786,678.

The following table sets out the number and percentage of New GDI Shares which will be beneficially owned, controlled or directed, directly or indirectly, by those directors and executive officers of New GDI who shall hold New GDI Shares upon completion of the Offering and the Arrangement:

Name of Director or Executive Officer		Position(s)/Title(s) with the Resulting Issuer		Number and percentage of New GDI Shares to be beneficially owned or over which control is exercised
Claude Bigras		Director, President & Chief Executive Officer		3,346,089 Multiple Voting Shares 14.1% of voting power of New GDI Shares
David A. Galloway		Director		17,498 Subordinate Voting Shares 0.1% of voting power of New GDI Shares
Kevin A. Giese		Director		25,210 Subordinate Voting Shares 0.1% of voting power of New GDI Shares
Will Sawchyn		Director		490 Subordinate Voting Shares
Pierre Gagné		Chief Financial Officer		22,244 Subordinate Voting Shares 0.1% of voting power of New GDI Shares
Robert Crozier		President, Atlantic Region		28,374 Subordinate Voting Shares 0.2% of voting power of New GDI Shares
Fred Edwards		President, Western Region		32,590 Subordinate Voting Shares 0.2% of voting power of New GDI Shares
David Hinchey		Senior Vice President, Strategic Development		20,112 Subordinate Voting Shares 0.1% of voting power of New GDI Shares
Serge Lavoie		Executive Vice President, GDI, and President, Québec Region		25,537 Subordinate Voting Shares 0.1% of voting power of New GDI Shares
Daniel Sklivas		President, Central Region		31,023 Subordinate Voting Shares 0.2% of voting power of New GDI Shares

Options to Purchase Securities

Pursuant to the proposed stock option plan of the Resulting Issuer (the "Stock Option Plan"), New GDI Options shall be issued to certain officers of the Resulting Issuer as follows: Claude Bigras, 61,384 New GDI Options; Ahmed Boomrod, 17,746 New GDI Options, Peter Criville, 26,786 New GDI Options; Robert Crozier, 9,688 New GDI Options; Fred Edwards, 12,325 New GDI Options; Pierre Gagné, 25,714 New GDI Options; David Hinchey, 10,714 New GDI Options; Serge Lavoie, 17,679 New GDI Options; Craig Rudin, 14,196 New GDI Options; Daniel Sklivas, 11,503 New GDI Options; and Avi Steinberg, 10,714 New GDI Options. As a group, the officers of the Resulting Issuer will hold 218,449 New GDI Options upon completion of the Offering and the Arrangement.

Further to the Stock Option Plan, certain employees of the Resulting Issuer shall also be entitled to receive, as a group, 150,000 New GDI Options.

Each of the New GDI Options issued in connection with the Offering and the Arrangement shall have an exercise price equal to the Offering Price.

Outstanding Share-based Awards and Option-based Awards

The following table indicates, for each of the named executive officers of the Resulting Issuer, the share-based and option-based awards outstanding immediately following the closing of the Offering and the Arrangement:

		Option-Based Awards							Share-Based Awards
Name		Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiration date		Value of unexercised in-the-money options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Claude Bigras President and CEO		61,384		$16.00		May 14, 2025		-	21,484	343,750	-
Pierre Gagné CFO		25,714		$16.00		May 14, 2025		-	9,000	144,000	-
Serge Lavoie Executive Vice President, GDI and President, Québec Region		17,679		$16.00		May 14, 2025		-	6,188	99,000	-
Daniel Sklivas President, Central Region		11,503		$16.00		May 14, 2025		-	4,026	64,418	-
David Hinchey Senior Vice President, Strategic Development		10,714		$16.00		May 14, 2025		-	3,750	60,000	-

Conditional Approvals

The Company has received the conditional approval of the Exchange for the Offering and the Arrangement, subject to the Company fulfilling all of the requirements of the Exchange.

Further, the Company has received the conditional approval of the Toronto Stock Exchange (the "TSX") of the listing of the Subordinate Voting Shares upon completion of the Offering and the Arrangement under the symbol "GDI", subject to the Company fulfilling all of the requirements of the TSX. Upon completion of the Offering and the Arrangement, the Common Shares shall become Subordinate Voting Shares, will be delisted from the Exchange and the Subordinate Voting Shares will be listed on the TSX.

Annual General and Special Meeting of the Shareholders

The Company wishes to remind the Shareholders that the Meeting will be held at 9:00 a.m. (Edmonton time) on May 13, 2015 at 2900 Manulife Place, 10180 - 101 Street, Edmonton, Alberta. Shareholders who are not able to attend the Meeting in person are reminded that their proxies must be signed and received by the Company's transfer agent, Computershare Trust Company of Canada, no later than 9:00 a.m. (Edmonton time) on May 12, 2015.

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 financial or operating 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.

Completion of the transaction is subject to a number of conditions, including Exchange approval and Shareholder approval. The transaction cannot close until the required Exchange and shareholder approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that any information released or received with respect to the transaction that is not disclosed or derived from the Circular mailed to Shareholders in connection with the transaction may not be accurate or complete and should not be relied upon. Trading in securities of the Company should be considered highly speculative.

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.

All information contained in this news release with respect to GDI was supplied by GDI for inclusion herein.

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.