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20. Jun. 2008 - 13:36 - INFORMATION TO SHAREHOLDERS REGARDING BIOFIELD’S REVERSE STOCK SPLIT AND THE PROCEDURES REQUIRED BY ITS TRANSFER AGENT TO EXCHANGE PRE-SPLIT SHARE CERTIFICATES FOR POST-SPLIT SHARE CERTIFICATES”

PROCEDURES, FORMS, AND INFORMATION REQUIRED AND PROVIDED BY OUR TRANSFER AGENT TO EXCHANGE PRE-SPLIT SHARE CERTIFICATES FOR POST-SHARE CERTIFICATES

In addition to the information provided by the Company in its Definitive Information Statement, Schedule DEF 14C filed with the SEC on April 22, 2008 and mailed to shareholders of record on April 23, 2008, http://www.sec.gov/Archives/edgar/data/1007018/000112178108000183/biofielddef14c42208.htm, the Company’s transfer agent, AMERICAN STOCK TRANSFER AND TRUST COMPANY (AST), has asked the Company to provide its shareholders with the following correspondence setting out the procedures, forms, and other information required by AST for our shareholders to exchange pre-split share certificates for post-split share certificates:


June 20, 2008

Dear BIOFIELD CORP. Stockholder:

As reported in its Schedule DEF-14C definitive information statement filed with the SEC on April 22, 2008 and mailed to shareholders of record on April 23, 2008, and as approved by its board of directors and controlling shareholder, BIOFIELD CORP. (“BIOFIELD”) has effectuated a 1 for 10 reverse stock split of its common stock.  On June 19, 2008, NASDAQ advised that the reverse stock split will take effect as of the open of business on June 20, 2008, under the new stock symbol BZEC.  Pursuant to this reverse stock split, each ten (10) shares of common stock of BIOFIELD issued and outstanding as of the date following the reverse stock split will be converted into one (1) share of BIOFIELD common stock.  As a result of the reverse stock split, holders of certificates representing pre-split shares of BIOFIELD common stock have the right to receive, upon surrender of their certificates representing such pre-split shares of BIOFIELD common stock, new certificates representing post-split shares of BIOFIELD common stock at the ratio of one (1) share of post-split BIOFIELD common stock for every ten (10) shares of pre-split BIOFIELD common stock. 

Fractional shares of post-split BIOFIELD common stock will NOT be issued as a result of the reverse stock split.  BIOFIELD will also NOT pay any cash to any stockholders for any fractional shares from the reverse stock split.  Instead, any resulting fractional shares shall be rounded up to the nearest whole number.

All BIOFIELD Stockholders must complete, date, sign and return the provided Letter of Transmittal to BIOFIELD’s transfer agent, American Stock Transfer and Trust Company, along with all of your certificates representing pre-split shares of BIOFIELD common stock. We suggest that you mail the shares in a traceable manner (e.g. registered mail, overnight courier, etc.). Any person holding more than one certificate representing pre-split shares of BIOFIELD common stock must surrender all such certificates registered in such person’s name in order to receive a new certificate representing the number of shares of post-split BIOFIELD common stock to which such person is entitled. 

Only upon receipt of your properly completed Letter of Transmittal and your certificate(s) representing pre-split shares of BIOFIELD common stock will American Stock Transfer and Trust Company forward you your new certificate(s).  Additionally, holders of pre-split certificates who are entitled to receive post-split shares of BIOFIELD common stock will not become a shareholder of record until the pre-split certificates are sent to American Stock Transfer and Trust Company with a properly completed Letter of Transmittal. 

Please read and follow all instructions on the Letter of Transmittal, and direct any questions you might have to American Stock Transfer and Trust Company at (877) 248-6417 or (718) 921-8317.  You may also e-mail the Company at info@biofield.com

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Michael J. Antonoplos                    

MICHAEL J. ANTONOPLOS, CEO


THE COMPANY’S FILINGS REGARDING THE REVERSE STOCK SPLIT

“In accordance with applicable federal and state laws, the Company filed a preliminary information statement (Schedule PRE 14C) with the SEC on April 3, 2008 – setting forth the information it was required by federal and Delaware law regarding the Company’s 1 for 10 reverse stock split.  In the preliminary information statement, the Company reported, among other things, that (1) under the reverse stock split, for every ten shares of common stock of the Company then owned, each stockholder shall receive one share of common stock; (2) all fractional shares shall be rounded up to nearest whole share; (3) its board of directors approved the reverse stock split on  March 28, 2008 and (4) shareholders of the Company holding over a majority of the total voting rights for all outstanding and issued shares of common and preferred stock of the Company authorized, approved the reverse stock split on March 31, 2008. 

A copy of the preliminary statement can be accessed at:
Having received no comment from the SEC during the 10-day comment period, the Company filed its definitive information statement (Schedule DEF 14C) with the SEC on April 22, 2008. A copy of the definitive information statement can be accessed at:

http://www.sec.gov/Archives/edgar/data/1007018/000112178108000183/biofielddef14c42208.htm

A copy of the definitive information statement was mailed on April 23, 2008 to all shareholders of record as set forth in a certified shareholder list provided by the Company’s transfer agent.

Upon the lapse of 20 days from the April 23, 2008 mailing date, the Company filed on May 23, 2008 a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State for the State of Delaware.

The Company subsequently secured a new CUSIP number: 090591 603.

On June 20, 2008, the Company was advised by NASDAQ OMX, Corporate Data Operations that NASDAQ has received the necessary documentation to process the Reverse stock split for Biofield Corp.; this corporate action will take effect at the open of business June 20, 2008; and the new symbol on this date will be BZEC.

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