Essex Angel Capital Inc. (TSX VENTURE:EXC) (the "Corporation" or "Essex")
announced today that it has signed a non-binding letter agreement (the "Letter
Agreement") with Wellness Indicators Inc. ("Wellness"), whereby Essex has been
granted the option to make additional investments into Wellness, to acquire up
to 60% of shares of voting stock of Wellness (the "Wellness Shares") on a fully
diluted basis, in the form of either equity or debt securities (the "Debt
Securities") convertible into Wellness Shares or a combination of Wellness
Shares and Debt Securities for an aggregate consideration of up to US$5,000,000.
The form of investment is at Essex's sole discretion and can be made in one or
more tranches. Essex anticipates investing in a combination of Wellness Shares
and Debt Securities. The price per Wellness Share will be US$1.00 and any Debt
Security will convert on the basis of one (1) Wellness Share per US$1.00. Essex
has the exclusive option to make any such investment until May 31, 2012. In
addition, subject to entering into a definitive agreement, Essex will have the
right to appoint: (i) 1 of 5 individuals to the board of directors of Wellness
(the "Board") upon becoming a holder of 20% of Wellness Shares, on a fully
diluted basis; (ii) 2 of 5 individuals upon becoming a holder of 40% of Wellness
Shares, on a fully diluted basis; and (iii) 3 of 5 individuals upon becoming a
holder of 50.1% of Wellness Shares, on a fully diluted basis. The anticipated
investment is subject to: (i) Essex raising sufficient funds; (ii) the execution
of definitive documentation; and (iii) receipt of all applicable regulatory
approvals, including the approval of the TSX Venture Exchange. 


Any investment by Essex will be used for the full commercialization of the
Wellness Indicators Health Equater(TM) Assessment Profile, a first-to-market
test screening for such biomarkers as oxidative stress, low-grade inflammation
and total antioxidant capacity, which indicate levels of wellness. Thousands of
studies have shown that the biomarkers measured by the assessment profile are
leading indicators for a variety of future health risks, including stroke,
cancer, heart disease, and diabetes.


The Corporation also announced that it acquired on April 10, 2012 six units (the
"Wellness Units") of Wellness. The Wellness Units in the aggregate consist of
US$150,000 principal amount of 8.0% subordinated secured debentures (the
"Debentures") and 150,000 warrants (the "Wellness Warrants") entitling the
Corporation, for seven years following the issuance date thereof, to purchase
150,000 Wellness Shares at a price of US$3.50 per share. The Debentures mature
on the date that is the earlier of: (i) January 10, 2013; and (ii) the date on
which Wellness receives aggregate investments of US$3,000,000, (the "Maturity
Date"). Wellness has the right to extend the Maturity Date for a period of nine
months, in which case the Debentures will carry an interest rate of 10% for such
nine-month period and the Corporation will receive up to an additional 150,000
Wellness Warrants, based on the principal amount outstanding on the Maturity
Date. 


The purchase by the Corporation of the Wellness Units added to its existing
holdings in Wellness consisting of: (i) US$100,000 principal amount of
debentures maturing on October 20, 2012 and warrants entitling Essex to acquire
100,000 Wellness Shares at a price of US$3.50 per share until January 20, 2019;
(ii) US$100,000 principal amount of debentures maturing on December 23, 2012 and
warrants entitling Essex to acquire 100,000 Wellness Shares at a price of
US$3.50 per share until March 23, 2019; and (iii) US$1,000,000 aggregate amount
of 6.0% subordinated secured convertible debentures maturing on July 15, 2015,
convertible in whole or in part, into Wellness Shares at a conversion price of
US$3.25 per share and warrants entitling Essex to acquire 170,221 Wellness
Shares at a price of US$3.25 per share until July 15, 2021. As at today's date,
if Essex was to convert the convertible debentures and exercise all the warrants
it would hold 32.1% of the issued and outstanding Wellness Shares on a partially
diluted basis and 19.0% on a fully diluted basis. 


"We look forward to continuing our relationship with Essex as they have been a
strategic and valuable investor to Wellness since their first investment." said
Frank Lyman, President & CEO of Wellness Indicators. "We believe that the Health
Equater fills an unmet need in the wellness services market. We already have
large potential clients waiting to try the product and incorporate it into their
mix of wellness initiatives. We are eager to launch our full-scale sales efforts
later this year," he reported.


"From our initial investment last year to the follow-up funding of the clinical
trials to this latest infusion of investment cash, our goal has been to see
Wellness Indicators through to full commercialization of its Health Equater(TM)
Assessment Profile," reported Rick Galdi, CEO & President of Essex. "This unique
noninvasive test panel is not only an industry first, but offers important
information to individuals and their insurers about their health status while
potentially removing significant costs from the healthcare system. Essex is
confident that the Wellness Indicators' product not only addresses a great
market need, but has a valuable intellectual property portfolio with the
potential for application in more cutting-edge tests in the future."


About Essex Angel Capital

Essex Angel Capital of Windsor, Ontario, is a publicly traded company engaged in
the business of debt and equity investment in privately held early-stage
companies. Essex is traded on the TSX Venture Exchange under the symbol "EXC."


About Wellness Indicators Inc.

Wellness Indicators is part of the investment portfolio of Essex Angel Capital
Inc. Wellness is the developer of a first-to-market new wellness assessment test
scheduled for commercial launch in the last quarter of 2012. The Health
Equater(TM) Assessment Profile is a unique inexpensive urine test that screens
for a number of biomarkers indicating levels of wellness and results are
available in approximately five minutes. The Health Equater(TM) has the
potential to fill an enormous unmet need in the wellness industry for a
cost-effective easy-to-use portable screening tool.


This press release contains certain forward-looking statements about the future
plans and intentions of companies in the Corporation's portfolio. Wherever
possible, words such as "may," "will," "should," "could," "expect," "plan,"
"intend," "anticipate," "believe," "estimate," "predict," or "potential," or the
negative or other variations of these words, or similar words or phrases, have
been used to identify these forward-looking statements. These statements reflect
Management's current beliefs and are based on information currently available to
Management as at the date hereof. Forward-looking statements included or
incorporated by reference in this press release include statements with respect
to the proposed terms of the letter agreement between Essex and Wellness, the
proposed acquisition by Essex of securities of Wellness, the proposed use of the
funds by Wellness, the completion of Wellness' field trials, successful
commercial launch of the Health Equator Assessment Profile later this year and
the future business activity of Wellness Indicators.


Forward-looking statements involve significant risk, uncertainties, and
assumptions. Many factors could cause actual results, performance, or
achievements to differ materially from the results discussed or implied in the
forward-looking statements. These factors should be considered carefully and
readers should not place undue reliance on the forward-looking statements.
Although the forward-looking statements contained in this press release are
based upon what management believes to be reasonable assumptions, the
Corporation cannot assure readers that actual results will be consistent with
these forward-looking statements. These forward-looking statements are made as
of the date of this press release, and the Corporation assumes no obligation to
update or revise them to reflect new events or circumstances, except as required
by law.


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