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Oxygen Biotherapeutics, Inc. Announces Private Placement Financing Agreement and Offer to Acquire Warrants
Date:6/8/2009

COSTA MESA, Calif., June 8 /PRNewswire-FirstCall/ -- Oxygen Biotherapeutics, Inc. (OTC Bulletin Board: OXBO) today announced that the company has signed a securities purchase agreement and commenced an offer to acquire outstanding common stock purchase warrants. The shares of the company's common stock that are issued in the transactions described below will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For additional information on the transactions described below, please see our Current Report on Form 8-K filed with the SEC on June 8, 2009, which is available on the SEC website at www.sec.gov and through the investor relations page of the company website at www.oxybiomed.com.

Securities Purchase Agreement

Oxygen Biotherapeutics has signed a securities purchase agreement with Vatea Fund, Segregated Portfolio, an investment fund incorporated in the Cayman Islands. Under the agreement, Vatea Fund has agreed to purchase on July 10, 2009, 20 million shares of our restricted common stock for $5 million. The agreement establishes milestones for the achievement of product development and regulatory targets and other objectives, after which Vatea Fund is required to purchase additional shares of common stock at a price of $0.25 per share. Assuming all milestones are achieved, if less than 60 million outstanding common stock purchase warrants of Oxygen Biotherapeutics are acquired pursuant to the exchange offer described below, Vatea Fund is obligated to purchase 40 million additional shares for $10 million, but if more than 60 million warrants are acquired, Vatea Fund is obligated to purchase 60 million additional shares for $15 million.

Warrant Exchange Offer

On June 8, 2009, Oxygen Biotherapeutics commenced a limited offering to approximately 77 persons who hold 120,431,920 of our common stock purchase warrants to exchange the warrants for cash and restricted common stock of Oxygen Biotherapeutics. There is no minimum total number of warrants that must be offered for exchange to Oxygen Biotherapeutics by the holders. All offers for exchange must be delivered to Oxygen Biotherapeutics on or before July 9, 2009. Oxygen Biotherapeutics does not expect that it will accept for exchange more than approximately 80 million warrants due to budgetary constraints. Nevertheless, we reserve the right to accept and exchange all warrants offered, even if more than 80 million. For all but 2.7 million of the warrants we are offering to exchange for each warrant $0.04 in cash and one-half (1/2) share of restricted common stock. For the remaining 2.7 million warrants we are offering to exchange for each warrant $0.001 in cash and one-quarter (1/4) share of restricted common stock.

Caution Regarding Forward-Looking Statements

This news release contains certain forward-looking statements by Oxygen Biotherapeutics, Inc. that involve risks and uncertainties and reflect the company's judgment as of the date of this release. These statements include those referring to plans to buy back outstanding warrants and milestones for future investment by Vatea Fund. Actual events or results may differ from Oxygen Biotherapeutics's expectations. There can be no assurance that holders of outstanding warrants will agree to sell them to the company on the terms offered or that the company will achieve the milestones required to receive additional funds from Vatea Fund. Additional information concerning these and other risk factors affecting Oxygen Biotherapeutics's business can be found in the company's public report filings with the Securities and Exchange Commission, which are available on the SEC website at www.sec.gov and through our website at www.oxybiomed.com. Oxygen Biotherapeutics disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.


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SOURCE Oxygen Biotherapeutics, Inc.
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