Medworxx Solutions Inc. (the "Company") (TSX VENTURE:MWX) is pleased to announce that it has entered into agreements in connection with a private placement offering of up 7,353,000 units ("Units") at a price of $0.34 per Unit for aggregate gross proceeds of up to $2,500,020 (the "Offering"). Each Unit shall be comprised of one common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each whole Warrant shall entitle the holder thereof to acquire one common share of the Company at a price of $0.40 for a period of 48 months following the closing of the Offering, subject to early expiry ("Early Expiry") at the option of the Company in the event that, at any time following the date that is twenty-four months from their issuance date, the closing price of the Company's common shares on any nationally recognized stock exchange is greater than $0.85 for a period of twenty trading days in any consecutive two-month period. Each Subscriber of the Units will also be granted a pre-emptive right that will allow it to maintain its percentage holding of the Company's common shares by allowing it to participate in subsequent offerings of securities by the Company, if the subscriber holds more than 5% of the outstanding common shares of the Company at the time of any such future offering.

Paradigm Capital Inc., as lead agent and sole bookrunner, and MGI Securities Inc. (the "Agents") have agreed to act as agents on a best efforts agency basis with respect to the Offering. The Agents have been granted an option to sell up to an additional 15% of the number of Units sold in the Offering at a price of $0.34 per additional Unit (for a total of 1,102,950 additional Units).

The Company is pleased to announce that it has received an executed subscription agreement from Ewing Morris & Co. Investment Partners ("Ewing Morris") for the Offering for gross proceeds of $1 million.

"We are pleased to be partnering with Dan Matlow and his team at Medworxx. Our participation in the offering is consistent with our ongoing interest in acquiring fractional ownership of companies that have high customer retention rates, recurring high margin revenue and are run by managers that think like owners," said Darcy Morris, Co-President of Ewing Morris.

The proceeds from the sale of the Units will be used for sales, general and administrative expenditures to increase the Company's sales for across North America and the United Kingdom, and for general working capital purposes.

The Offering is scheduled to close on or about May 22, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.

Any securities to be issued will be subject to a hold period of four months from the closing date in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws.

About Medworxx

Medworxx delivers health information technology solutions to over 300 clients internationally; including Canada, United States and United Kingdom. Medworxx helps hospitals meet patient flow challenges, and requirements in compliance and education. Medworxx Utilization Management system - flagship of Medworxx PF that also includes bed optimization and independent assessment components - currently serves over 30% of the acute care beds in Canada. Founded in 2004, Medworxx Inc. is based in Toronto, ON, and publicly traded on the TSX Venture Exchange: MWX.

Online: [ www.medworxx.com ]
LinkedIn: [ www.linkedin.com/company/medworxx ]
Twitter: @Medworxx

About Ewing Morris

Ewing Morris & Co. Investment Partners is an independent investment manager founded in 2011 by John Ewing and Darcy Morris. The firm primarily invests in public equities focused on the North American small-cap market. The firm manages investments for individuals as well as charitable organizations, institutions and corporations.

Online: [ www.ewingmorris.com ]
Email: [ info@ewingmorris.com ]
Phone: 416-640-2791

Disclaimers:The statements made in this press release may contain forward-looking statements that involve a number of risks and uncertainties. Actual events or results could differ materially from the Company's expectations and projections. Forward-looking statements involve known and unknown risks, uncertainties and other factors, such as competition, technological changes, the changing needs of hospitals, the financial condition of the Company's current and potential customers, foreign currency exchange rates, as well as general economic conditions, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The Company is under no obligation to update 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.

Contributing Sources

Market Wire

N@N

Medworxx Solutions Inc. Proposes Private Placement for up to C$2,500,020 With C$1,000,000 Lead Order from Ewing Morris &;

Medworxx Solutions Inc. Proposes Private Placement for up to C$2,500,020 With C$1,000,000 Lead Order from Ewing Morris & Co. Investment Partners