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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
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SOURCE Oxygen Biotherapeutics, Inc.
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